<PAGE>
     As filed with the Securities and Exchange Commission on January 9, 2006
                                                           Registration No. 333-

================================================================================

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          SYNOVA HEALTHCARE GROUP, INC.
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)


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


                       1400 N. PROVIDENCE ROAD, SUITE 6010
                                 MEDIA, PA 19063
          ------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)



                          SYNOVA HEALTHCARE GROUP, INC
                       CONSULTANT STOCK COMPENSATION PLAN
         -------------------------------------------------------------
                            (Full title of the plan)



                                 STEPHEN E. KING
                             Chief Executive Officer
                          Synova Healthcare Group, Inc.
                       1400 N. Providence Road, Suite 6010
                                 Media, PA 19063
                                 (610) 565-7080
         -------------------------------------------------------------
                     (Name and address of agent for service)
              (Telephone number, including area code, of agent for
                                    service)

                          Copies of Communications to:

                             ALAN L. ZEIGER, ESQUIRE
                            ALAN H. LIEBLICH, ESQUIRE
                                 Blank Rome LLP
                                One Logan Square
                        Philadelphia, Pennsylvania 19103
                                 (215) 569-5500
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
==========================================================================================================
                                                            PROPOSED         PROPOSED
                                                             MAXIMUM         MAXIMUM         AMOUNT OF
          TITLE OF SECURITIES             AMOUNT TO BE   OFFERING PRICE     AGGREGATE      REGISTRATION
           TO BE REGISTERED                REGISTERED       PER SHARE     OFFERING PRICE        FEE
---------------------------------------- --------------- ---------------- --------------- ----------------
<S>                                         <C>               <C>           <C>                 <C>
Common Stock, par value $0.001              300,000 (1)       $2.85 (2)     855,000             $91.49
---------------------------------------- --------------- ---------------- --------------- ----------------
</TABLE>
-------

(1)   Represents the total number of shares of Synova Healthcare Group, Inc.
      common stock, par value $0.001 per share ("Common Stock"), currently
      reserved or available for issuance as awards pursuant to the Synova
      Healthcare Group, Inc. Consultant Stock Compensation Plan.

(2)   Estimated solely for purposes of calculating the amount of the
      registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
      as amended (the "Securities Act"), based upon the average of the high and
      low prices of Common Stock reported on the OTC Bulletin Board as of
      January 4, 2006.

       In accordance with Rule 416 under the Securities Act, this registration
statement also covers such indeterminate number of additional shares as may
become issuable to prevent dilution resulting from stock splits, stock dividends
or similar transactions.



<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.           PLAN INFORMATION.

         Synova Healthcare Group, Inc. (the "Registrant") is filing this
registration statement on Form S-8 (the "Registration Statement") in order to
register 300,000 shares of common stock, par value $0.001 per share ("Common
Stock"), under the Synova Healthcare Group, Inc. Consultant Stock Compensation
Plan (the "Plan").

         The documents containing the information required in Part I of the
Registration Statement will be sent or given to each participant in the Plan as
specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not being filed with the Commission but
constitute, along with the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Upon written or oral request by a participant in the Plan, the
Registrant will provide to such participant, without charge, any document
incorporated by reference in Item 3 of Part II of this Registration Statement,
which is incorporated by reference into the Section 10(a) prospectus, and any
document required to be delivered to a participant in the Plan pursuant to Rule
428(b) promulgated by the Commission under the Securities Act. All requests
should be directed to Stephen E. King, Chief Executive Officer of the Registrant
at 1400 N. Providence Road, Suite 6010, Media, Pennsylvania 19063 telephone
number (610) 565-7080.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, as filed with the Commission, are incorporated
by reference in this Registration Statement:

         (a) The Company's prospectus as filed with the SEC on August 19, 2005
pursuant to Rule 424(b) of the Securities Act, relating to the registration
statement on Form SB-2 (File No. 333-123498), that contains audited financial
statements for the Company's latest fiscal year for which such statements have
been filed.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above; and

         (c) The description of the Company's common stock, filed in the
Company's Registration Statement on Form 8-A (File No. 000-51492), filed on
August 11, 2005, pursuant to Section 12(g) of the Exchange Act of 1934 as
incorporated by reference from the Company's registration statement on Form SB-2
(File No. 333-123498), filed on March 22, 2005, as amended, and any amendment or
report for the purpose of updating such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of this Registration Statement and prior to the
filing of a post-effective amendment, which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part of this Registration Statement from the date of the
filing of such documents.

<PAGE>

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 78.7502 of the General Corporation Law of Nevada generally
provides for the indemnification of directors, officers or employees of a
corporation made or threatened to be made a party to a proceeding by reason of
the former or present official capacity of the person against judgments,
penalties and fines (including attorneys' fees and disbursements) if such
person, among other things, acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful.

         Consistent with the Nevada General Corporation Law, the Registrant's
articles of incorporation provide that no director or officer shall be
personally liable to the company or our stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of any
such officer or director, provided that such director or officer shall not be
indemnified for acts or omissions involving intentional misconduct, fraud or a
knowing violation of law, or the payment of dividends in violation of Section
78.300 of the Nevada General Corporation Law. Additionally, the Registrant's
bylaws provide, consistent with Section 78.7502 of the Nevada General
Corporation Law, that directors, officers, employees or agents of the Registrant
shall be indemnified by the Registrant, as long as such director, officer,
employee or agent acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the corporation and, in a
criminal action or proceeding, if he had no reasonable cause to believe his
conduct was unlawful.

         The Registrant has an insurance policy providing for indemnification of
officers and directors and certain other persons against liabilities and
expenses incurred by any of them in certain stated proceedings and conditions.

         The indemnification provisions in the Registrant's articles of
incorporation may be sufficiently broad to permit indemnification of our
directors and officers for liabilities arising under the Securities Act.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


<PAGE>
ITEM 8.           EXHIBITS.

    EXHIBIT      DESCRIPTION OF EXHIBIT
    -------      ----------------------

     5.1          Opinion of Gordon & Silver, Ltd.

    23.1          Consent of Gordon & Silver, Ltd. (included in Exhibit 5.1).

    23.2          Consent of Cogen Sklar LLP.

    24.1          Power of Attorney (included on the signature page).

    99.1          Consultant Stock Compensation Plan.

ITEM 9.           UNDERTAKINGS.

      (a)  The undersigned Registrant hereby undertakes:

           (1)    To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i)    To include any prospectus required by Section 10(a)(3)
                         of the Securities Act;

                  ii)    To reflect in the prospectus any facts or events
                         arising after the effective date of the Registration
                         Statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a fundamental change in the information set
                         forth in this Registration Statement. Notwithstanding
                         the foregoing, any increase or decrease in volume of
                         securities offered (if the total dollar value
                         securities offered would not exceed that which was
                         registered) and any deviation from the low or high end
                         of the estimated maximum offering range may be
                         reflected in the form of prospectus filed with the
                         Commission pursuant to Rule 424(b) under the Securities
                         Act if, in the aggregate, the changes in volume and
                         price represent no more than a 20% change in the
                         maximum aggregate offering price set forth in the
                         "Calculation of Registration Fee" table set forth in
                         this Registration Statement; and

                  (iii)  To include any material information with respect to the
                         plan of distribution not previously disclosed in the
                         Registration Statement or any material change to such
                         information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registrant Statement.

           2)     That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment ( shall be
                  deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

           (3)    To remove registration by means of a post-effective amendment
                  any of the securities being registered which remain unsold at
                  the termination of the offering.

      b)   The undersigned Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act, each filing of
           the Registrant's Annual Report pursuant to Section 13(a) or Section
           15(d) of the Exchange Act (and, where applicable, each filing of an
           employee benefit plan's annual report pursuant to Section 15(d) of
           the Exchange Act) that is incorporated by reference in the
           Registration Statement shall be deemed to be a new registration
           statement relating to the securities offered herein, and the offering
           of such securities at that time shall be deemed to be the initial
           bona fide offering thereof.

      c)   Insofar as indemnification for liabilities arising under the
           Securities Act may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in the
           opinion of the Commission such indemnification is against public
           policy as expressed in the Securities Act and is, therefore,
           unenforceable. In the event that a claim for indemnification against
           such liabilities (other than the payment by the Registrant of
           expenses incurred or paid by a director, officer of controlling
           person of ( the Registrant in the successful defense of any action,
           suit or proceeding) is asserted by such director, officer or
           controlling person in connection with the securities being
           registered, the Registrant will, unless in the opinion of its counsel
           the matter has been settled by controlling precedent, submit to a
           court of appropriate jurisdiction the question whether such
           indemnification by it is against public policy as expressed in the
           Securities Act and will be governed by the final adjudication of such
           issue.
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Media, State of Commonwealth of Pennsylvania, on this
9th day of January, 2006.


                                   SYNOVA HEALTHCARE GROUP, INC.


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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Stephen E. King his true and
lawful attorney-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documentation in connection therewith, with the Commission, granting
unto said attorney-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to enable the Registrant to
comply with the provisions of the Securities Act and all requirements of the
Commission, as fully to all intents and purposes as he might or could do in
person, hereby ratifying all that each of the said attorneys-in-fact and agents,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement was signed by the following persons in the capacities and on the dates
indicated.



January 9, 2006                       /s/ Stephen E. King
                                      -------------------------------------
                                      Stephen E. King
                                      Chairman, Chief Executive Officer
                                      and Director (principal
                                      executive officer)

January 9, 2006                       /s/ David J. Harrison
                                      -------------------------------------
                                      David J. Harrison
                                      Chief Operating Officer,
                                      President and Director

January 9, 2006                       /s/ Robert Edwards
                                      -------------------------------------
                                      Robert Edwards
                                      Chief Financial Officer (principal
                                      financial and  accounting officer)

January 9, 2006                       /s/ Jeffrey N. Pelesh
                                      -------------------------------------
                                      Jeffrey N. Pelesh
                                      Director

January 9, 2006                       /s/ Eric A. Weiss
                                      -------------------------------------
                                      Eric A. Weiss
                                      Director


January 9, 2006                       /s/ Joseph S. Ferroni
                                      -------------------------------------
                                      Joseph S. Ferroni
                                      Director

January 9, 2006                       /s/ Patricia Campbell
                                      -------------------------------------
                                      Patricia Campbell
                                      Director


<PAGE>


                                  EXHIBIT INDEX



    EXHIBIT      DESCRIPTION OF EXHIBIT
    -------      ----------------------

     5.1          Opinion of Gordon & Silver, Ltd.

    23.1          Consent of Gordon & Silver, Ltd. (included in Exhibit 5.1).

    23.2          Consent of Cogen Sklar LLP.

    24.1          Power of Attorney (included on the signature page).

    99.1          Consultant Stock Compensation Plan.
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{"company-data": {"conformed-name": "Synova Healthcare Group Inc", "cik": "0001316826", "assigned-sic": "2834", "irs-number": "000000000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-130924", "film-number": "06519770"}, "business-address": {"street1": "1400 N PROVIDENCE RD", "street2": "BLDG 2 SUITE 2", "city": "MEDIA", "state": "PA", "zip": "19063", "phone": "610-565-7080"}, "mail-address": {"street1": "1400 N PROVIDENCE RD", "street2": "BLDG 2 SUITE 2", "city": "MEDIA", "state": "PA", "zip": "19063"}}
As filed with the Securities and Exchange Commission on January 9, 2006
                                                           Registration No. 333-

================================================================================

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          SYNOVA HEALTHCARE GROUP, INC.
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

                       1400 N. PROVIDENCE ROAD, SUITE 6010
                                 MEDIA, PA 19063
          ------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                          SYNOVA HEALTHCARE GROUP, INC
                       CONSULTANT STOCK COMPENSATION PLAN
         -------------------------------------------------------------
                            (Full title of the plan)

                                 STEPHEN E. KING
                             Chief Executive Officer
                          Synova Healthcare Group, Inc.
                       1400 N. Providence Road, Suite 6010
                                 Media, PA 19063
                                 (610) 565-7080
         -------------------------------------------------------------
                     (Name and address of agent for service)
              (Telephone number, including area code, of agent for
                                    service)

                          Copies of Communications to:

                             ALAN L. ZEIGER, ESQUIRE
                            ALAN H. LIEBLICH, ESQUIRE
                                 Blank Rome LLP
                                One Logan Square
                        Philadelphia, Pennsylvania 19103
                                 (215) 569-5500
CALCULATION OF REGISTRATION FEE
==========================================================================================================
                                                            PROPOSED         PROPOSED
                                                             MAXIMUM         MAXIMUM         AMOUNT OF
          TITLE OF SECURITIES             AMOUNT TO BE   OFFERING PRICE     AGGREGATE      REGISTRATION
           TO BE REGISTERED                REGISTERED       PER SHARE     OFFERING PRICE        FEE
---------------------------------------- --------------- ---------------- --------------- ----------------
Common Stock, par value $0.001              300,000 (1)       $2.85 (2)     855,000             $91.49
---------------------------------------- --------------- ---------------- --------------- ----------------
-------

(1)   Represents the total number of shares of Synova Healthcare Group, Inc.
      common stock, par value $0.001 per share ("Common Stock"), currently
      reserved or available for issuance as awards pursuant to the Synova
      Healthcare Group, Inc. Consultant Stock Compensation Plan.

(2)   Estimated solely for purposes of calculating the amount of the
      registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
      as amended (the "Securities Act"), based upon the average of the high and
      low prices of Common Stock reported on the OTC Bulletin Board as of
      January 4, 2006.

       In accordance with Rule 416 under the Securities Act, this registration
statement also covers such indeterminate number of additional shares as may
become issuable to prevent dilution resulting from stock splits, stock dividends
or similar transactions.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.           PLAN INFORMATION.

         Synova Healthcare Group, Inc. (the "Registrant") is filing this
registration statement on Form S-8 (the "Registration Statement") in order to
register 300,000 shares of common stock, par value $0.001 per share ("Common
Stock"), under the Synova Healthcare Group, Inc. Consultant Stock Compensation
Plan (the "Plan").

         The documents containing the information required in Part I of the
Registration Statement will be sent or given to each participant in the Plan as
specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not being filed with the Commission but
constitute, along with the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Upon written or oral request by a participant in the Plan, the
Registrant will provide to such participant, without charge, any document
incorporated by reference in Item 3 of Part II of this Registration Statement,
which is incorporated by reference into the Section 10(a) prospectus, and any
document required to be delivered to a participant in the Plan pursuant to Rule
428(b) promulgated by the Commission under the Securities Act. All requests
should be directed to Stephen E. King, Chief Executive Officer of the Registrant
at 1400 N. Providence Road, Suite 6010, Media, Pennsylvania 19063 telephone
number (610) 565-7080.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, as filed with the Commission, are incorporated
by reference in this Registration Statement:

         (a) The Company's prospectus as filed with the SEC on August 19, 2005
pursuant to Rule 424(b) of the Securities Act, relating to the registration
statement on Form SB-2 (File No. 333-123498), that contains audited financial
statements for the Company's latest fiscal year for which such statements have
been filed.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above; and

         (c) The description of the Company's common stock, filed in the
Company's Registration Statement on Form 8-A (File No. 000-51492), filed on
August 11, 2005, pursuant to Section 12(g) of the Exchange Act of 1934 as
incorporated by reference from the Company's registration statement on Form SB-2
(File No. 333-123498), filed on March 22, 2005, as amended, and any amendment or
report for the purpose of updating such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of this Registration Statement and prior to the
filing of a post-effective amendment, which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part of this Registration Statement from the date of the
filing of such documents.
ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 78.7502 of the General Corporation Law of Nevada generally
provides for the indemnification of directors, officers or employees of a
corporation made or threatened to be made a party to a proceeding by reason of
the former or present official capacity of the person against judgments,
penalties and fines (including attorneys' fees and disbursements) if such
person, among other things, acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful.

         Consistent with the Nevada General Corporation Law, the Registrant's
articles of incorporation provide that no director or officer shall be
personally liable to the company or our stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of any
such officer or director, provided that such director or officer shall not be
indemnified for acts or omissions involving intentional misconduct, fraud or a
knowing violation of law, or the payment of dividends in violation of Section
78.300 of the Nevada General Corporation Law. Additionally, the Registrant's
bylaws provide, consistent with Section 78.7502 of the Nevada General
Corporation Law, that directors, officers, employees or agents of the Registrant
shall be indemnified by the Registrant, as long as such director, officer,
employee or agent acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the corporation and, in a
criminal action or proceeding, if he had no reasonable cause to believe his
conduct was unlawful.

         The Registrant has an insurance policy providing for indemnification of
officers and directors and certain other persons against liabilities and
expenses incurred by any of them in certain stated proceedings and conditions.

         The indemnification provisions in the Registrant's articles of
incorporation may be sufficiently broad to permit indemnification of our
directors and officers for liabilities arising under the Securities Act.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.
ITEM 8.           EXHIBITS.

    EXHIBIT      DESCRIPTION OF EXHIBIT
    -------      ----------------------

     5.1          Opinion of Gordon & Silver, Ltd.

    23.1          Consent of Gordon & Silver, Ltd. (included in Exhibit 5.1).

    23.2          Consent of Cogen Sklar LLP.

    24.1          Power of Attorney (included on the signature page).

    99.1          Consultant Stock Compensation Plan.

ITEM 9.           UNDERTAKINGS.

      (a)  The undersigned Registrant hereby undertakes:

           (1)    To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i)    To include any prospectus required by Section 10(a)(3)
                         of the Securities Act;

                  ii)    To reflect in the prospectus any facts or events
                         arising after the effective date of the Registration
                         Statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a fundamental change in the information set
                         forth in this Registration Statement. Notwithstanding
                         the foregoing, any increase or decrease in volume of
                         securities offered (if the total dollar value
                         securities offered would not exceed that which was
                         registered) and any deviation from the low or high end
                         of the estimated maximum offering range may be
                         reflected in the form of prospectus filed with the
                         Commission pursuant to Rule 424(b) under the Securities
                         Act if, in the aggregate, the changes in volume and
                         price represent no more than a 20% change in the
                         maximum aggregate offering price set forth in the
                         "Calculation of Registration Fee" table set forth in
                         this Registration Statement; and

                  (iii)  To include any material information with respect to the
                         plan of distribution not previously disclosed in the
                         Registration Statement or any material change to such
                         information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registrant Statement.

           2)     That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment ( shall be
                  deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

           (3)    To remove registration by means of a post-effective amendment
                  any of the securities being registered which remain unsold at
                  the termination of the offering.

      b)   The undersigned Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act, each filing of
           the Registrant's Annual Report pursuant to Section 13(a) or Section
           15(d) of the Exchange Act (and, where applicable, each filing of an
           employee benefit plan's annual report pursuant to Section 15(d) of
           the Exchange Act) that is incorporated by reference in the
           Registration Statement shall be deemed to be a new registration
           statement relating to the securities offered herein, and the offering
           of such securities at that time shall be deemed to be the initial
           bona fide offering thereof.

      c)   Insofar as indemnification for liabilities arising under the
           Securities Act may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in the
           opinion of the Commission such indemnification is against public
           policy as expressed in the Securities Act and is, therefore,
           unenforceable. In the event that a claim for indemnification against
           such liabilities (other than the payment by the Registrant of
           expenses incurred or paid by a director, officer of controlling
           person of ( the Registrant in the successful defense of any action,
           suit or proceeding) is asserted by such director, officer or
           controlling person in connection with the securities being
           registered, the Registrant will, unless in the opinion of its counsel
           the matter has been settled by controlling precedent, submit to a
           court of appropriate jurisdiction the question whether such
           indemnification by it is against public policy as expressed in the
           Securities Act and will be governed by the final adjudication of such
           issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Media, State of Commonwealth of Pennsylvania, on this
9th day of January, 2006.

                                   SYNOVA HEALTHCARE GROUP, INC.

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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Stephen E. King his true and
lawful attorney-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documentation in connection therewith, with the Commission, granting
unto said attorney-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to enable the Registrant to
comply with the provisions of the Securities Act and all requirements of the
Commission, as fully to all intents and purposes as he might or could do in
person, hereby ratifying all that each of the said attorneys-in-fact and agents,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement was signed by the following persons in the capacities and on the dates
indicated.

January 9, 2006                       /s/ Stephen E. King
                                      -------------------------------------
                                      Stephen E. King
                                      Chairman, Chief Executive Officer
                                      and Director (principal
                                      executive officer)

January 9, 2006                       /s/ David J. Harrison
                                      -------------------------------------
                                      David J. Harrison
                                      Chief Operating Officer,
                                      President and Director

January 9, 2006                       /s/ Robert Edwards
                                      -------------------------------------
                                      Robert Edwards
                                      Chief Financial Officer (principal
                                      financial and  accounting officer)

January 9, 2006                       /s/ Jeffrey N. Pelesh
                                      -------------------------------------
                                      Jeffrey N. Pelesh
                                      Director

January 9, 2006                       /s/ Eric A. Weiss
                                      -------------------------------------
                                      Eric A. Weiss
                                      Director

January 9, 2006                       /s/ Joseph S. Ferroni
                                      -------------------------------------
                                      Joseph S. Ferroni
                                      Director

January 9, 2006                       /s/ Patricia Campbell
                                      -------------------------------------
                                      Patricia Campbell
                                      Director
EXHIBIT INDEX

    EXHIBIT      DESCRIPTION OF EXHIBIT
    -------      ----------------------

     5.1          Opinion of Gordon & Silver, Ltd.

    23.1          Consent of Gordon & Silver, Ltd. (included in Exhibit 5.1).

    23.2          Consent of Cogen Sklar LLP.

    24.1          Power of Attorney (included on the signature page).

    99.1          Consultant Stock Compensation Plan.