U.S. SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549
              - - - - - - - - - - - - - - - - - -

                          FORM 10-QSB
(MARK ONE)

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

       FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997


  [   ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d)
                      OF THE EXCHANGE ACT

FOR THE TRANSITION PERIOD FROM _______________ TO __________________

                COMMISSION FILE NUMBER: 0-23055
    - - - - - - - - - - - - - - - - - - - - - - - - - - - -

                    OMEGA ORTHODONTICS, INC.
            (EXACT NAME OF SMALL BUSINESS ISSUER AS
                   SPECIFIED IN ITS CHARTER)

                  DELAWARE                             95-4596853
(STATE   OR   OTHER  JURISDICTION                 (I.R.S.EMPLOYER
OF INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)

3621 SILVER SPUR LANE
ACTON, CALIFORNIA                                      93510
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)             (ZIP CODE)

ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE:        805-269-2841

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

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] *

* The Issuer became subject to the reporting requirements of
  Section 13 of the Exchange Act on October 1, 1997.

The number of shares of Common Stock of the Issuer, par value
$.01 per share, outstanding at November 10, 1997 was 4,220,314.

                    OMEGA ORTHODONTICS, INC.
                     FORM 10-QSB REPORT INDEX


Part I - Financial Information

  Item 1 -    Financial Statements
  
          Balance  Sheets September  30,  1997  (Unaudited)  and
          December 31, 1996
  
          Statements  of Operations Three Months and Nine  Months Ended
          September 30, 1997 and the Period from August 30,  1996
          (inception) to September 30, 1996 (Unaudited)
  
          Statements of Cash Flows Nine Months Ended September 30,
          1997 and the  Period  from  August  30,  1996  (inception) 
          to September 30, 1996 (Unaudited)
  
          Notes to Financial Statements
  
  Item 2 -    Management's Plan of Operation


Part II -- Other Information

  Item 1   Legal Proceedings

  Item 2   Changes in Securities

  Item 3   Defaults upon Senior Securities

  Item 4   Submission of Matters to a  Vote  of  Security Holders

  Item 5   Other Information

  Item 6   Exhibits and Reports on Form 8-K

Signatures

                          PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

  General Information

  On October 6, 1997, Omega Orthodontics, Inc. (the "Company")
  acquired (the "Acquisitions") simultaneously with the closing
  of its initial public offering (the "Offering") of its Common
  Stock, par value $.01 per share (the "Common Stock"),
  substantially all the equity interests in the management
  services organizations that hold certain assets of and are
  associated with seven orthodontics practices (except in the
  case of two sole proprietorships where it acquired certain
  assets of such proprietorships) (such practices are referred
  to collectively as the "Initial Orthodontic Affiliates" and
  such management services organizations are referred to
  collectively as the "Initial MSOs") in exchange for shares of 
  the Company's Common Stock, cash, notes payable, stock options
  and the assumption of certain liabilities.

  The financial statements herein have been prepared by the
  Company without audit, pursuant to the rules and regulations
  of the Securities and Exchange Commission (the "SEC").
  Pursuant to such regulations, certain information and
  footnote disclosures normally included in financial
  statements prepared in accordance with generally accepted
  accounting principles have been condensed or omitted.  The
  Company believes the presentation and disclosures herein are
  adequate to make the information not misleading, and the
  financial statements reflect all normal adjustments that are
  necessary for a fair presentation of the results for the
  interim period ended September 30, 1997.

  Operating results of interim periods are not necessarily
  indicative of the results for full years.  It is suggested
  that these financial statements be read in conjunction with
  the financial statements of the Company and related notes 
  thereto, and management's plan of operations related thereto,
  all of which are included in the prospectus contained in 
  Amendment No. 4 to Company's Registration Statement on Form 
  SB-2 (No. 333-27179), filed with the SEC and which was declared
  effective on October 1, 1997.
  

                    OMEGA ORTHODONTICS, INC.
                         BALANCE SHEETS

                                           September 30  December 31,
                                                1997         1996
                                           (UNAUDITED)
ASSETS

Current assets:
  Cash  and cash equivalents               $   18,730      $321,057
  Accounts receivable net of
   allowance for doubtful
   accounts of $0 and $5,700
   at September 30, 1997
   and December 31, 1996, respectively
   Trade                                        3,500         8,900
  Related parties                               7,489         9,396
                                           ----------      --------
                                               10,989        18,296
  Prepaid  expenses  and  other  assets         3,000         4,000
                                           ----------      --------
Total    current   assets                      32,719       343,353

Equipment, net                                  9,766        10,096
Other assets, net                           1,357,697       137,474
                                            ---------      --------
Total assets                               $1,400,182      $490,923

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                         $1,022,698      $ 21,234
  Due to related parties                      756,886        27,036
  Accrued expenses                             27,291        88,115
  Notes  payable                            1,085,000       575,000
                                            ---------      --------
Total current liabilities                   2,891,875       711,385

Due to related parties,
  less current portion                        302,400           -

Commitments and contingencies

Stockholders' deficit:
  Common stock, $.01 par value,
   10,000,000 shares
   authorized, 1,685,000 and
   1,615,000 shares issued
   and outstanding at September 30,
   1997 and December 31, 1996,
   respectively                                16,850       16,150
  Additional paid-in capital                2,020,500          -
  Accumulated deficit                      (3,831,443)    (232,112)
  Deferred compensation                           -         (4,500)
                                           ----------      -------
Total stockholders' deficit                (1,794,093)    (220,462)

Total liabilities and stockholders'
 deficit                                $   1,400,182   $  490,923

                    See accompanying notes.
                    OMEGA ORTHODONTICS, INC.
                    STATEMENTS OF OPERATIONS
                          (UNAUDITED)
<TABLE>
<CAPTION>
<S>                           <C>          <C>              <C>          <C>

                                            For the Period                For the Period
                                            From August                   From August
                               Nine Months    30, 1996      Three Months    30, 1996
                                 Ended      (inception) to     Ended      (inception) to
                              September 30,  September 30,  September 30, September 30,
                                   1997         1996             1997        1996

Revenue:

  Management consulting fees    $  55,284    $   -           $   10,713   $     -

Direct expenses:

  Employee costs                  159,853          6,118         52,275         6,118
  Other costs                      55,098          4,798         11,242         4,798
                               ----------     ----------      ---------    ----------
Total direct expenses             214,951         10,916         63,517        10,916

Non-recurring consulting
   expense                      2,867,400         -               -              -
General and administrative        431,354          4,602        153,802         4,602
Depreciation                        2,742             99            914            99
                               ----------     ----------      ---------    ----------
Operating loss                 (3,461,163)       (15,619)      (207,520)      (15,619)

Interest income                     2,556         -                 233          -
Interest  expense                (140,724)           770        (59,579)          770
                               ----------     ----------      ---------    ----------

Net loss                      ($3,599,331)      ($16,387)     ($266,866)     ($16,387)

Net loss per share            ($     2.14)      ($   .01)     ($    .16)     ($   .01)

Shares used to compute
 net loss per share             1,685,000      1,685,000      1,685,000     1,685,000

See accompanying notes.
</TABLE>

                      OMEGA ORTHODONTICS, INC.
                      STATEMENTS OF CASH FLOWS
                            (UNAUDITED)



                                                       For the Period
                                                         From August
                                         Nine Months     30, 1996
                                           Ended        (inception) to
                                         September 30,   September 30,
                                             1997             1996

Operating activities
Net loss                                ($3,599,331)       ($16,387)
Adjustments to reconcile net loss
  to net cash used in operating
  activities:
  Amortized debt financing costs             50,244             328
  Provision for bad debts                     3,900               -
  Depreciation and amortization               2,742              99
  Stock compensation                      2,867,400               -
  Changes in operating assets
   and liabilities:
   Accounts receivable                        3,407               -
   Prepaid expenses and other assets          1,000               -
   Accounts payable                       1,001,464              82
   Due to related parties                   189,850          15,716
   Accrued expenses                         (60,824)            770
                                          ---------         -------
Net cash used in operating activities       459,852             608

Investing activities
Purchases of equipment                       (1,712)              -
Net cash used in investing activities        (1,712)              -

Financing activities
Deferred offering costs                  (1,249,567)              -
Debt financing costs                        (20,900)         (2,615)
                                          ---------         -------
Proceeds from issuance of notes payable     510,000         375,000
Net cash provided by financing
 activities                                (760,467)        372,385

Net increase (decrease) in cash
  and cash equivalents                     (302,327)        372,993
Cash and cash equivalents at
  beginning of period                       321,057               -
                                          ---------        --------
Cash and cash equivalents at
  end of period                             $18,730        $372,993

Supplemental disclosures:
  Interest paid                             $74,260        $      -

                      See accompanying notes.

1. BASIS OF PRESENTATION

  The Company

  Omega Orthodontics, Inc., (the Company) was incorporated in
  Delaware in August 1996 and subsequently acquired the
  assets and certain consulting contracts held by The
  Orthodontic Management Effectiveness Group of America, LLC
  (Omega, LLC), a California-based orthodontic practice
  management and consulting firm, in exchange for 1,050,000
  shares of the Company's common stock.

  The Company provides management and marketing services to
  orthodontic practices in the United States.  The Company
  offers its services primarily under an "affiliate"
  relationship whereby it purchases the equity interests of
  the management services organization that holds certain
  assets of and is associated with an orthodontic practice
  and enters into a long term management services agreement
  with the practice of the selling orthodontist.  Pursuant to
  that agreement, the Company receives a monthly management
  fee for providing all of the orthodontist's practice needs,
  including facility, staff and supplies, as well as a
  program of systems, methods and procedures designed to
  enhance the growth, efficiency and profitability of the
  practice.

  Basis of Presentation

  The balance sheet at September 30, 1997, the statements of
  operations for the three months and nine months ended
  September 30, 1997 and for the period from August 30, 1996
  (inception) to September 30, 1996 and the statements of
  cash flows for the nine months ended September 30, 1997 and
  for the period from August 30, 1996 (inception) to
  September 30, 1996 are unaudited, but, in the opinion of
  management, include all adjustments (consisting of normal
  recurring adjustments) necessary for a fair presentation of
  results for the interim periods.  The results of operations
  for the nine months ended September 30, 1997 are not
  necessarily indicative of results to be expected for the
  entire year.  These financial statements should be read in
  conjunction with the Company's financial statements, and
  related notes thereto, included in the prospectus contained
  in Amendment No. 4 to the Company's Registration Statement
  on Form SB-2 (No. 333-27179), filed with the Securities and
  Exchange Commission and which was declared effective
  October 1, 1997.

  Recently Issued Accounting Pronouncements

  In June 1997, the Financial Accounting Standards Board
  issued Statement No. 130, "Reporting Comprehensive  Income"
  which is required to be adopted for fiscal years beginning
  after December 15, 1997.  The statement establishes
  standards for the reporting and display of comprehensive
  income and its components in a full set of general purpose
  financial statements.  Adoption of this standard is not
  expected to have a material impact of the Company's
  financial statements or results of operations.

  In June 1997, the Financial Accounting Standards Board
  issued Statement No. 131, "Disclosures about Segments of
  and Enterprise and Related Information" which is required
  to be adopted for fiscal years beginning after December 15,
  1997.  The statement changes the way public companies
  report segment information in annual financial statements
  and also requires those companies to report selected
  segment information in interim financial reports to
  shareholders.  Adoption of this standard is not expected to
  have a material impact of the Company's financial
  statements or results of operations.

  Net Loss Per Share

  Net loss per share is computed using the weighted average
  number of outstanding shares of common stock and common
  stock equivalents, and the exercise of stock options (using
  the treasury stock method).  Common stock equivalent shares
  are excluded from the computation if their effect is anti-
  dilutive; however, pursuant to the requirements of the
  Securities and Exchange Commission, common shares and
  common equivalent shares relating to stock options (using
  the treasury stock method and the initial public offering
  price) issued during the twelve months prior to the filing
  of an initial public offering are considered outstanding
  for all periods presented whether or not they are anti-
  dilutive.

  In February 1997, the Financial Accounting Standards Board
  issued Statement No. 128, "Earnings per Share," which is
  required to be adopted on December 31, 1997.  At that time,
  the Company will be required to change the method currently
  used to compute earnings per share and to restate all prior
  periods.  Under the new requirements for calculating basic
  earnings per share, the dilutive effect of stock options
  will be excluded.  The impact is not expected to result in
  a change in basic loss per share for the nine months and
  three months ended September 30, 1997 or in the basic loss
  per share for the period ended September 30, 1996.  The
  impact of Statement No. 128 on the calculation of fully
  diluted earnings per share for those periods is not
  expected to be material

2.INITIAL PUBLIC OFFERING

  On October 6, 1997, the Company closed its initial public
  offering pursuant to  which the Company sold 2,070,000
  shares of common stock and 2,070,000 common stock purchase
  warrants.  The Company received proceeds from the offering,
  net of the underwriter discounts, fees and expenses, of
  approximately $9.8 million.  From the net proceeds, the
  Company paid in full the notes payable used to finance
  operations prior to the offering and paid the cash portion
  of the affiliations with seven orthodontists, resulting in 
  cash available after the offering and related expenses of
  approximately $6 million.

3.NEW ORTHODONTIST AFFILIATIONS

  On October 6, 1997, the Company entered into Management
  Services Agreements with seven Initial Orthodontic
  Affiliates in the United States, simultaneously with the
  closing of its initial public offering (see Note 2).  These
  agreements provide for the purchase by the Company of the
  equity interests in the management services organization
  ("Initial MSOs") formed by the selling orthodontist for
  consideration ranging from $342,000 to $1,082,000 for each
  such Initial MSOs. Total consideration related to the 
  affiliations with the Initial MSOs is summarized as follows:

         Common Stock         $2,791,884
         Cash                  2,111,797
         Notes Payable           142,535

             TOTAL            $5,046,216

  The cost of each of the Initial MSOs has been allocated on
  the basis of the estimated fair market value of the assets
  acquired and liabilities assumed, resulting in intangible
  assets of $5.2 million, net of deferred income taxes.
  These allocations may be adjusted to the extent that
  management becomes aware of additional information which
  results in a material change in the amount of any
  contingency or changes in the estimated fair market value
  of assets acquired and liabilities assumed.

  Concurrent with the affiliation with the Initial MSOs, the
  Company and each Initial MSO entered into a 20-year
  management services agreement, renewable for an additional
  20 years, with each affiliate orthodontist.  The agreement
  stipulates that the Initial MSO provide practice management
  and marketing services, facilities and non-clinical
  personnel to the affiliate orthodontist for a monthly fee,
  generally equal to 65% to 75% of the affiliate
  orthodontist's gross patient fee collections.  Conversely,
  the affiliate orthodontist has sole authority to direct the
  business, professional and ethical aspects of the practice,
  make all professional hiring decisions, render patient
  care, and keep all patient dental records.  Each affiliate
  orthodontic practice has also entered into an employment
  agreement, including non-competition provisions, with each
  orthodontist employed and has agreed to pay all salaries
  for dental professionals, professional licensure and board
  certification fees and professional liability insurance
  premiums.

  Each affiliate orthodontist has certain rights and
  obligations to repurchase, and each Initial MSO has the
  right to require the affiliate orthodontist to repurchase,
  the non-clinical practice assets held by such Initial MSO
  in the event that the management services agreement is
  terminated.  Such purchases will generally require payment
  of the book value of the net assets of the Initial MSO.
  The Initial MSO also has certain rights to designate a
  successor orthodontist to acquire the practice of the
  affiliate orthodontist when the orthodontist ceases
  practice.

  The affiliations resulted in substantial intangibles of
  approximately $5.2 million, net of deferred income taxes,
  which will be amortized over the term of the management
  services agreements, including renewals, or forty years.

  Financial data for the year ended December 31, 1996 related
  to the Initial Orthodontic Affiliates are summarized as
  follows:

        Patient Revenues             $ 4,615,677
        Cash Collections               4,486,113
        Practice Expenses              4,076,863

  Practice expenses includes $1,014,584 in orthodontists'
  compensation.

4.STOCKHOLDERS' DEFICIT

  On February 12, 1997, the Board of Directors voted to amend
  the Certificate of Incorporation and revise the number of
  authorized shares of common stock to 9,500,000 and
  authorize 500,000 shares of preferred stock, $.01 par
  value.  The preferred stock shares will be issuable in one
  or more series, each such series to have such rights and
  preferences, including voting rights, dividend rights,
  conversion rights, redemption privileges and liquidation
  preferences, as shall be determined by the Board of
  Directors.

  The Company adopted a Stock Incentive Plan (the Plan)
  effective January 31, 1997.  Plan awards in the form of
  stock options, stock appreciation rights, restricted stock,
  and stock grants may be issued to employees, consultants
  and advisors of the Company at prices to be determined by
  the Board of Directors.  The Plan will terminate on January
  30, 2007.  A total of 450,000 shares of common stock have
  been reserved for issuance under the Plan.  The Company has
  granted stock options under the Plan for an aggregate of
  350,000 shares of common stock, vesting ratably over
  periods of one to three years at an exercise price equal to
  $6.00 per share.

ITEM 2. MANAGEMENT'S PLAN OF OPERATIONS

  THE FOLLOWING CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS
  REGARDING THE PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE
  OPERATIONS INCLUDING PLANS AND OBJECTIVES RELATING TO THE
  DEVELOPMENT OF THE ORTHODONTIC AFFILIATES.  THE FORWARD-
  LOOKING STATEMENTS INCLUDED HEREIN ARE BASED ON CURRENT
  EXPECTATIONS THAT INVOLVE NUMEROUS RISKS AND UNCERTAINTIES.
  THE COMPANY'S PLANS AND OBJECTIVES ARE BASED ON A
  SUCCESSFUL EXECUTION OF THE COMPANY'S EXPANSION STRATEGY
  AND ASSUMPTIONS THAT THE ORTHODONTIC AFFILIATES WILL BE
  PROFITABLE, THAT THE ORTHODONTIC INDUSTRY WILL NOT CHANGE
  MATERIALLY OR ADVERSELY, AND THAT THERE WILL BE NO
  UNANTICIPATED MATERIAL ADVERSE CHANGE IN THE COMPANY'S
  OPERATIONS OR BUSINESS.  ASSUMPTIONS RELATING TO THE
  FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER
  THINGS, FUTURE ECONOMIC, COMPETITIVE AND MARKET CONDITIONS
  AND FUTURE BUSINESS DECISIONS, ALL OF WHICH ARE DIFFICULT
  OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE
  BEYOND THE CONTROL OF THE COMPANY.  ALTHOUGH THE COMPANY
  BELIEVES THAT ITS ASSUMPTIONS UNDERLYING THE FORWARD-
  LOOKING STATEMENTS ARE REASONABLE, ANY OF THE ASSUMPTIONS
  COULD PROVE INACCURATE AND, THEREFORE, THERE CAN BE NO
  ASSURANCE THAT THE FORWARD-LOOKING STATEMENTS INCLUDED IN
  THE FOLLOWING WILL PROVE TO BE ACCURATE.  IN LIGHT OF THE
  SIGNIFICANT UNCERTAINTIES INHERENT IN THE FORWARD-LOOKING
  STATEMENTS INCLUDED HEREIN, PARTICULARLY IN VIEW OF THE
  COMPANY'S EARLY STAGE OF OPERATIONS, THE INCLUSION OF SUCH
  INFORMATION SHOULD NOT BE REGARDED AS A REPRESENTATION BY
  THE COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVES AND
  PLANS OF THE COMPANY WILL BE ACHIEVED.  THE FOLLOWING
  SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS
  AND NOTES APPEARING ELSEWHERE IN THIS REPORT AND THE
  COMPANY'S PRIOR FILINGS WITH THE SECURITIES AND EXCHANGE
  COMMISSION.

  General

  The Company was incorporated in Delaware in August 1996 to
  provide practice management services to orthodontic
  practices.  On October 6, 1997, the Company acquired
  simultaneously with the closing of its initial public
  offering substantially all the equity interests in the
  Initial MSO's that hold certain assets of and are
  associated with seven orthodontic practices.

  The Company offers its services primarily under an
  affiliate relationship whereby it will purchase the equity
  interests in the orthodontic practice's MSO pursuant to an
  Affiliation Agreement and enter into a long term Management
  Services Agreement with the Affiliated Orthodontist's
  Orthodontic Affiliate.  Pursuant to the Management Services
  Agreement, the Company will receive a monthly management
  fee for providing all of the Orthodontic Affiliate's
  practice needs, including facilities, support staff and
  supplies, as well as a program of systems, methods and
  procedures designed to enhance the growth, efficiency and
  profitability of the Orthodontic Affiliate.

  Pursuant to the Affiliation Agreement, the Affiliated
  Orthodontist will typically convert his existing
  professional corporation into a general corporation that
  will function as the MSO and create a new professional
  corporation (the Orthodontic Affiliate) through which the
  Affiliated Orthodontist will continue to provide
  orthodontic care.  The MSO will retain certain assets and
  liabilities which will typically include the lease for the
  Orthodontic Affiliate's office space, clinical supplies and
  equipment and office furniture, supplies and equipment.
  The Orthodontic Affiliate will retain certain other assets
  and liabilities (if any) which will typically include all
  cash and cash equivalents, real property, automobiles,
  patient records, related patient information and notes
  payable unrelated to assets purchased.  The Company will
  generally acquire all of the equity interest of the MSO
  from the Affiliated Orthodontist, the purchase price for
  which is determined through an assessment of immediate and
  future return on investment.  The MSO typically is acquired
  for a combination of cash, five year notes and unregistered
  Common Stock or stock options.  The average MSO purchase
  price is expected to be approximately $600,000, of which
  the cash portion is expected to be approximately $200,000.

  The Management Services Agreement provides that the
  Orthodontic Affiliate will utilize the facility and the
  Company's services for a period of 20 years, with two ten
  year extensions.  While each Management Services Agreement
  will be negotiated based on specific circumstances, the
  management fees charged will typically be 65% to 75% of the
  Orthodontic Affiliate's gross income, which is expected to
  be sufficient to pay all of the MSO's expenses and provide
  a return on the Company's investment.  If the Orthodontic
  Affiliate's expenses payable by the MSO are less than an
  agreed target amount of expenses, the difference between
  the target amount and the actual expenses will typically be
  shared equally by the MSO and the Orthodontic Affiliate.
  At the retirement, disability or death of the Affiliated
  Orthodontist, the Company will locate a replacement
  Affiliated Orthodontist to purchase the Orthodontic
  Affiliate and assume the Management Services Agreement.

  Plan of Operations (Unaudited)

  The Company's financial results to date relate to its
  initial organization and establishment of  infrastructure.
  During this period, the Company provided management
  consulting services to nine orthodontic practices on a fee
  for services basis.  The revenue and expenses during that
  period are associated with the management consulting
  services provided by the Company.

  The unaudited financial statements of the Company for the
  three and nine months ended September 30, 1997 reflect a
  net loss of $266,866 and $3,599,331, respectively.  The
  comparative results for 1996 reflect the general and
  administrative costs associated with the operations for the
  Company for the period August 30, 1996 (inception) to
  September 30, 1996. The net loss for the nine months ended
  September 30, 1997 and the retained deficit at September
  30, 1997 are primarily attributable to a non-recurring
  consulting expense totaling approximately $2.9 million
  related to stock and cash compensation paid to two
  consultants in April 1997.  The remainder of operating
  expenses and retained deficit at September 30, 1997 relate
  to the start-up of the Company, the provision of management
  consulting services and the Company's initial public
  offering.

  Liquidity and Capital Resources

  The Company has experienced net losses, negative cash
  flows, a deficit in working capital and an accumulated
  deficit since its inception.  For the period from August
  30, 1996 (inception) to September 30, 1997, the Company
  incurred a net loss of $3,831,443.  The Company reported a
  significant loss from operations for the nine month period
  ended September 30, 1997 due primarily to compensation
  earned by two consultants in April 1997.  At September 30,
  1997, the Company had an accumulated deficit since
  inception of $3,831,443 and a working capital deficit of
  $2,859,156.

  On October 6, 1997, the Company closed its initial public
  offering pursuant to which the Company sold 2,070,000
  shares of Common Stock and 2,070,000 Common Stock Purchase
  Warrants.  The Company received proceeds from the offering,
  net of the underwriter discounts, fees and expenses, of
  approximately $9.8 million.  From the net proceeds, the
  Company paid in full the notes payable used to finance
  operations prior to the offering and paid the cash portion
  of the affiliations with  the Initial MSOs, resulting in
  cash available after the offering and related expenses of
  approximately $6 million.

  The Company expects to affiliate with additional
  orthodontic practices during 1997 that will involve the use
  of cash, Common Stock and notes payable.  Management
  believes that the cash proceeds of the offering combined
  with its cash flow from operations will be sufficient to
  fund planned capital expenditures and ongoing operations of
  the Company through the end of 1998.  The Company is also
  seeking to establish a revolving bank credit facility
  which, when combined with the Company's cash resources,
  will be used in the Company's planned affiliation program.
  
                    PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

        None

ITEM 2. Changes in Securities

        Not applicable

ITEM 3. Defaults upon Senior Securities

        Not applicable

ITEM 4. Submission of Matters to a Vote of Security Holders
        
        On September 29, 1997, by written consent of the
        holders of a majority of the issued and outstanding
        shares of Common Stock of the Company, the stockholders
        consented to the Company's merger with and into four
        management services organizations in connection with
        the Company's affiliation with four of the seven
        Initial Orthodontic Affiliates.  The holders of
        1,050,000 shares of the Common Stock voted in favor
        of the four mergers.  Written notice of the corporate
        action by written consent of the holders of a
        majority of the issued and outstanding shares of Common
        Stock of the Company was sent to the stockholders who did
        not consent in writing.

ITEM 5. Other Information

        Not applicable

ITEM 6. Exhibit and Reports on Form 8-K

(a)                   Exhibit No.
        (Reference to Item 601(b)
             of Regulation S-B)            Description

             11                   Statement re Computation of
                                  Per Share Earnings

             27                   Financial Data Schedule
                                  (furnished to the Securities and
                                  Exchange Commission for Electronic
                                  Data Gathering, Analysis and Retrieval
                                  [EDGAR] purposes only)
(b)     Reports on Form 8-K

   There were no reports on Form 8-K filed during the quarter for which
   this report is filed.

                             SIGNATURES

In accordance with the requirements of the Exchange Act, the
Registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                  OMEGA ORTHODONTICS, INC.
                                       (Registrant)


Date: November 17, 1997           By: /s/Robert J. Schulhof
                                      Robert J. Schulhof
                                      Chief Executive Officer

Date: November 17, 1997           By: /s/Edward M. Mulherin
                                      Edward M. Mulherin
                                      Chief Financial Officer


                           EXHIBIT INDEX


Exhibit
Number                 Description

   11                  Statement Re Computation of
                       Per Share Earnings

   27                  Financial Data Schedule
                       (furnished to the Securities and Exchange
                       Commission for Electronic Data Gathering,
                       Analysis, and Retrieval [EDGAR] purposes only)