SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. ____________)1
OMEGA ORTHODONTICS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
681973-10-3
(CUSIP Number)
_______________
________________
1 The remainder of this cover page shall be filled out for a
reporting person's initial filing of this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to
the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes)
CUSIP NO. 681793-10-3 13G Page 2 of 9 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Orthodontic Management Effectiveness Group of America,
LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
Not applicable
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF 5. SOLE VOTING POWER
SHARES 1,050,000
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY -0-
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 1,050,000
PERSON 8. SHARED DISPOSITIVE POWER
WITH -0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,050,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.4%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 681793-10-3 13G Page 3 of 9 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Robert J. Schulhof
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
Not applicable
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5. SOLE VOTING POWER
SHARES 1,050,000
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY -0-
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 1,050,000
PERSON 8. SHARED DISPOSITIVE POWER
WITH -0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,050,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.4%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 9 Pages
Item 1(a)*. Name of Issuer.
Omega Orthodontics, Inc. ("Omega")
Item 1(b)* Address of Issuer's Principal Executive Office
3621 Silver Spur Lane
Acton, CA 93510
Item 2(a)* Names of Persons Filing
The Orthodontic Management Effectiveness Group of America, LLC
("OMEGA, LLC")
Robert J. Schulhof ("Mr. Schulhof")
Item 2(b)* Address of Principal Business Office or, if none, Residence
3621 Silver Spur Lane
Acton, CA 93510
Item 2(c) Citizenship
OMEGA, LLC is a California limited liability company.
Mr. Schulhof is a citizen of the United States.
Item 2(d)* Title of Class of Securities
Common Stock, par value $.01 per share (the "Common Stock")
Item 2(e) CUSIP Number
681793-10-3
_____________________
* Unless otherwise indicated, information contained in this
item pertains to each person making this joint filing.
Page 5 of 9 Pages
Item 3* If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
Not applicable
Item 4 Ownership
(OMEGA,
LLC) (a) Amount of Beneficially Owned:
OMEGA, LLC is the record and beneficial owner of
1,050,000 shares of Common Stock which it acquired from
Omega on August 31, 1996 in exchange for OMEGA, LLC's
orthodontic practice management business and certain
related assets and agreements. Mr. Schulhof is the
sole manager of OMEGA, LLC with authority to vote and
dispose of shares of Common Stock held by OMEGA, LLC.
(b) Percent of Class: 24.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 1,050,000
(ii) shared power to vote or to direct the vote -0-
(iii) sole power to dispose or to direct the disposition of
1,050,000
(iv) shared power to dispose or to direct
the disposition of -0-
Item 4 Ownership
(Mr. Schulhof)
(a) Amount Beneficially Owned:
Mr. Schulhof is deemed to be the beneficial owner of 1,050,000
shares of Common stock. He holds 330 membership points
in OMEGA, LLC, or 27.7% of the voting power of OMEGA, LLC,
and is the sole manager of OMEGA, LLC with authority to vote
and dispose of the 1,050,000 shares of Common Stock held by OMEGA,
LLC.
(b) Percent of Class: 24.4%
Page 6 of 9 Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 1,050,000
(ii) shared power to vote or to direct the vote -0-
(iii) sole power to dispose or to direct the disposition of
1,050,000
(iv) shared power to dispose or to direct
the disposition of -0-
Item 5* Ownership of Five Percent or Less of a Class
Not applicable
Item 6* Ownership of More than Five Percent on Behalf of
Another Person
Not applicable
Item 7* Identification and Classification of the Subsidiary
Which Acquired the
Security Being Reported on by the Parent Holding
Company
Not applicable
Item 8* Identification and Classification of Members of the
Group
Not applicable
Item 9* Notice of Dissolution of Group
Not applicable
Item 10* Certification
Not applicable
Page 7 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: February 13, 1998
By: /s/ Robert J. Schulhof
Robert J. Schulhof
THE ORTHODONTIC MANAGEMENT EFFECTIVENESS GROUP OF AMERICA, LLC
By: /s/ Robert J. Schulhof
Robert J. Schulhof, Manager
Page 8 of 9 Pages
INDEX OF EXHIBITS
A. Agreement in Accordance with Rule 13d-1(f)(l)
Page 9 of 9 Pages
EXHIBIT A
In accordance with Rule 13d-1(f)(l), each of the undersigned
hereby agrees that this Statement on Schedule 13G, of which this
document is Exhibit A, is filed as a joint filing on behalf of
all of the undersigned.
By: /s/ Robert J. Schulhof
Robert J. Schulhof
THE ORTHODONTIC MANAGEMENT EFFECTIVENESS GROUP OF AMERICA, LLC
By: /s/ Robert J. Schulhof
Robert J. Schulhof, Manager
