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.
