Omega Orthodontics Inc – ‘NT 10-K’ for 12/31/97

As of:  Tuesday, 3/31/98   ·   For:  12/31/97   ·   Accession #:  1042645-98-40   ·   File #:  0-23055

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Notice of a Late Filing of a Form 10-K   —   Form 12b-25
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: NT 10-K     Notice of a Late Filing of a Form 10-K                 3±    14K 


3                     
SECURITIES AND EXCHANGE COMMISSION                
WASHINGTON D.C.  20549                

FORM 12b-25               

                          Commission File Number: 0-
     23055

NOTIFICATION OF LATE FILING               

(Check One):                                                                    

X    Form 10-K and Form 10-KSB    Form 11-K      Form 20-F                      
Form 10-Q                                                                       

For Period Ended:   December 31, 1997                                 

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

For the Transition Period Ended:                                      

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

If the notification relates to a portion of the filing                
checked above, identify the item(s) to which the notification                   
relates:   NOT APPLICABLE                                                       

PART I                
REGISTRANT INFORMATION                

Full name of registrant:      Omega Orthodontics, Inc.                          

Former name if applicable:         NOT APPLICABLE                               

Address of principal executive office (Street and number): 3621                 
Silver Spur Lane                                                                

City, state and zip code:  Acton, California 93510                              

PART II               
RULE 12b-25(b) AND (c)                

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

x     (a)  The reasons described in reasonable detail in Part III               
of this form could not be eliminated without              
unreasonable effort or expense;                           
(b)  The subject annual report, semi-annual report,                 
transition report on Form 10-K, 20-F, 11-K or Form N-     
SAR, or portion thereof will be filed on or before the    
x          15th calendar day following the prescribed due date;                 
or the subject quarterly report or transition report      
on Form 10-Q, or portion thereof will be filed on or      
before the fifth calendar day following the prescribed    
due date; and                                             
(c)  The accountant's statement or other exhibit required           
by Rule 12b-25(c) has been attached if applicable.        

PART III                
NARRATIVE               

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

The subject Annual Report on Form 10-KSB is the Registrant's          
first Annual Report on Form 10-KSB.  Also, the Registrant                       
completed its initial public offering of securities on October 1,               
1997 and simultaneously completed its first affiliations with                   
seven separate orthodontic practices.  Since that time, the                     
Registrant has completed affiliations with seven additional                     
orthodontic practices.  Accordingly, the Registrant requires                    
additional time to compile the financial information required to                
be included in the Annual Report on Form 10-KSB and to complete                 
the external audit regarding the year ended December 31, 1997.                  

PART IV               
OTHER INFORMATION               

(1)  Name and telephone number of person to contact in                
regard to this notification:  Edward M. Mulherin: (617)     
523-5717                                                    

(2)  Have all other periodic reports required under Section           
13 or 15(d) of the Securities Exchange Act of 1934 or Section 30                
of the Investment Company Act of 1940 during the preceding 12                   
months or for such shorter period that the Registrant was                       
required to file such report(s) been filed?  If the answer is no,               
identify report(s).                                                             

X Yes       No      

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

X Yes       No      

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

The results of operations for the year ended December 31,             
1997 will differ significantly from the results of operations for               
the year ended December 31, 1996.  The primary reasons for the                  
difference are that during the year ended December 31, 1996 the                 
Registrant operated for only four months, was not affiliated with               
any orthodontic practices and had only limited consulting                       
revenues and operating expenses, while during the year ended                    
December 31, 1997 the Registrant operated for twelve months, was                
affiliated with seven operating orthodontic practices for the                   
final three months of the year and generated approximately                      
$900,000 of net management revenues while incurring operating                   
expenses of approximately $5.1 million for the full year,                       
including a non-recurring consulting expense of approximately                   
$3.1 million.  Based upon the information currently available,                  
the earning statements to be included in the subject report are                 
expected to reflect an estimated net loss of approximately $4.2                 
million for the year ended December 31, 1997, as compared with a                
net loss of $232,112 for the year ended December 31, 1996.                      

Omega Orthodontics, Inc.                
(Name of Registrant as Specified in Charter)                

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

Date: March 31, 1998          By:  /s/ Edward M. Mulherin                       
     Edward M. Mulherin, Chief Financial
Officer                                                                         

Instruction.   The  form  may  be  signed  by   an                
executive officer of the registrant or by any  other                  
duly  authorized representative.  The name and title                  
of  the  person signing the form shall be  typed  or                  
printed beneath the signature.  If the statement  is                  
signed  on behalf of the registrant by an authorized                  
representative  (other than an  executive  officer),                  
evidence of the representative's authority  to  sign                  
on  behalf of the registrant shall be filed with the                  
form.                                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘NT 10-K’ Filing		Date		Other Filings
Filed on:		3/31/98		10QSB
For Period End:		12/31/97		10KSB
		10/1/97		424B4
		12/31/96
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