UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Check One): [X] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
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:__________________________________
PART 1 - REGISTRANT INFORMATION
Orthodontix, Inc.
- --------------------------------------------------------------------------------
Full Name of Registrant
Embassy Acquisition Corp.
- --------------------------------------------------------------------------------
Former Name if Applicable
2222 Ponce de Leon Blvd., 3rd Floor
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Miami, Florida 33134
- --------------------------------------------------------------------------------
City, State and Zip Code
PART II - Rules 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;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of 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.
<PAGE>
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach extra sheets if needed)
Receipt of financial information from the Company's affiliated orthodontic
- --------------------------------------------------------------------------
practices is required.
- ---------------------
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
F.W. Mort Guilford (305) 446-8661
- --------------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(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 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 statement 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.
As a result of a business combination with Orthodontix, Inc., the Company
commenced operations in April, 1998. Consequently there are no prior periods of
relevant comparison. The Company anticipates that its financial results for the
fiscal year ended December 31, 1998 will reflect a loss.
ORTHODONTIX, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 30, 1999
-------------- ORTHODONTIX, INC.
By: /s/ F.W. Mort Guilford
-----------------------------
F.W. Mort Guilford, President
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.
2
