U.S. Securities and Exchange Commission
Washington, D.C. 20549

Form 10-QSB

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

For the Quarterly Period Ended March 31, 2004

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

For the transition period from ________ to __________

Commission File No. 000-27836

ORTHODONTIX, INC.
----------------------------------------------------------------
(Exact name of small business issuer as specified in its 
charter)

Florida                                  65-0643773
-----------------------                  -----------------------
(State or other jurisdiction of                  (IRS Employer
incorporation or organization)               Identification No.)

1428 Brickell Avenue, Suite 105
Miami, Florida 33131
----------------------------------------------------------------
(Address of principal executive offices)

(305) 371-4112
----------------------------------------------------------------
(Issuer's Telephone Number)

----------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)

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 [X] No [ ].

On May 7, 2004, the number of shares of outstanding Common Stock of
the issuer was 2,915,428.

Transitional Small Business Disclosure Format (check one) Yes [] No [X ]
Documents Incorporated by reference          None

ORTHODONTIX, INC.
FORM 10-QSB
QUARTER ENDED March 31, 2004

TABLE OF CONTENTS

PART I:  FINANCIAL INFORMATION

Item 1.  Financial Statements                                             1

Item 2.  Management's Discussion and Analysis or Plan of Operation        1

Item 3.  Controls and Procedures                                          2

PART II:  OTHER INFORMATION

Item 1.  Legal Proceedings                                                3

Item 2.  Changes in Securities                                            3

Item 3.  Defaults upon Senior Securities                                  3

Item 4.  Submission of Matters to a Vote of Security Holders              3

Item 5.  Other Information                                                3

Item 6.  Exhibits and Reports on Form 8-K                                 3

SIGNATURES                                                                4

INDEX TO FINANCIAL STATEMENTS                                            F-1

EXHIBIT INDEX                                                            12

PART I

FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

The unaudited, condensed financial statements included herein, 
commencing at page F-1, have been prepared in accordance with the 
requirements of Regulation S-B and, therefore, omit or condense certain 
footnotes and other information normally included in financial statements 
prepared in accordance with accounting principles generally accepted in the 
United States of America.  In the opinion of management, all adjustments 
(including all normal recurring adjustments) necessary for a fair 
presentation of the financial information for the interim periods reported 
have been made. 

Results of operations for the three months ended March 31, 2004, are not 
necessarily indicative of the results of operations expected for the year 
ending December 31, 2004.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion with regard to the Company's financial 
condition and operating results contains certain forward-looking statements 
within the meaning of the Private Securities Litigation Reform Act of 1995. 
These statements are based on current plans and expectations of Orthodontix, 
Inc. (the "Company") and involve risks and uncertainties that could cause 
actual future activities and results of operations to be materially different 
from those set forth in the forward-looking statements.  Important factors 
that could cause actual results to differ include, among others, the 
Company's inability to consummate an acquisition of an operating business on 
terms favorable to the Company or, in the event the Company does consummate 
the transaction contemplated, the Company's ability to successfully manage 
and operate the combined business.

The discussion of the Company's financial condition and plan of 
operation should be read in conjunction with the Company's unaudited, 
condensed financial statements and notes thereto included elsewhere in this 
Report and the Company's Annual Report on Form 10-KSB filed with the 
Securities and Exchange Commission.

FINANCIAL RESULTS FOR THE QUARTER ENDED MARCH 31, 2004

For the quarter ended March 31, 2004, the Company recorded a net loss of 
approximately $26,700 or $0.01 per share.  Included in the financial results 
for the quarter ended March 31, 2004, were general and administrative 
expenses of approximately $29,700, and interest and other income of 
approximately $3,000.

The Company does not expect to generate operating revenues or net income 
until such time as it effects a business combination with an operating 
company.  However, in the event the Company does consummate a merger or an 
acquisition of an operating company, there can be no assurances that the 
combined operation will operate profitably.

1

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2004, the Company had cash and cash equivalents and 
investments of approximately $668,500 and total liabilities of approximately 
$61,600.  The Company's cash is primarily invested in money market accounts.  
The Company's investments consist of certificates of deposit with maturities 
of 90 days or more at the date of purchase.  The Company continues to 
anticipate that the primary uses of working capital will include general and 
administrative expenses and costs associated with seeking to locate and 
consummate a business combination.  The Company believes that its operating 
funds will be sufficient for its cash expenses for at least the next twelve 
months.

PLAN OF OPERATION

Management of the Company intends to continue devoting substantially all 
of its time to consummating a merger or acquisition with an operating 
business and has evaluated numerous companies and other business combinations 
since July 2001.  The Company has focused its efforts on businesses operating 
in selected industries including aircraft maintenance and related service 
companies, health care, pharmaceutical, banking and financial services.  In 
the event the Company locates an acceptable operating business, the Company 
intends to effect the transaction utilizing any combination of its common 
stock, cash on hand, or other funding sources that the Company reasonably 
believes are available.  The Company currently has no contractual commitment 
with regard to effecting an acquisition or other business combination with an 
operating company.

Although the Company believes that it will be successful in consummating 
a business combination with an operating company, there can be no assurances 
that the Company will enter into such a transaction in the near term or on 
terms favorable to the Company, or that other funding sources will be 
available.

ITEM 3. CONTROLS AND PROCEDURES

As of March 31, 2004, the Company's President and Chief Executive 
Officer and its Acting Chief Financial Officer evaluated the Company's 
disclosure controls and procedures and they concluded that the Company 
maintains effective disclosure controls and procedures.  There have been no 
significant changes in internal control over financial reporting that have 
materially affected, or are likely to materially affect, the Company's 
internal control over financial reporting subsequent to the Evaluation Date.

2

PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. CHANGES IN SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the quarter ended March 31, 2004, no matters were submitted to a 
vote of security holders of the Company through the solicitation of proxies 
or otherwise.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits.

Exhibit 31.1  Certification of Chief Executive Officer
pursuant to Rule 13a-14(a)

Exhibit 31.2  Certification of Acting Chief Financial
Officer pursuant to Rule 13a-14(a)

Exhibit 32  Certification pursuant to Rule 13a-14(b) and
Section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of Section 1350, Title 18, United States Code)

(b)      Reports on Form 8-K

None.

3

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 
1934, the Registrant has duly caused this report to be signed on its behalf 
by the undersigned, thereunto duly authorized.

ORTHODONTIX, INC.
(Registrant)

Dated: May 12, 2004                    By: /s/ Glenn L. Halpryn
---------------------------------------
Glenn L. Halpryn
Chairman and President (Principal 
Executive Officer)

Dated: May 12, 2004                    By: /s/ Alan Jay Weisberg
---------------------------------------
Alan Jay Weisberg
Acting Chief Financial Officer
(Principal Financial and 
Accounting Officer)

4

INDEX TO FINANCIAL STATEMENTS

Pages

Condensed Balance Sheets as of March 31, 2004 (Unaudited)
and December 31, 2003                                               F-2

Condensed Statements of Operations
for the Three Months Ended March 31, 2004 and 2003 (Unaudited)      F-3

Condensed Statement of Changes in Stockholders' Equity
for the Three Months Ended March 31, 2004 (Unaudited)               F-4

Condensed Statements of Cash Flows
for the Three Months Ended March 31, 2004, and 2003 (Unaudited)     F-5

Notes to the Condensed Financial Statements                              F-6

F-1

ORTHODONTIX, INC.
CONDENSED BALANCE SHEETS

MARCH 31, 2004          DECEMBER 31,
ASSETS                                      (UNAUDITED)              2003
------------------        ------------

Current assets:
Cash and cash equivalents                                    $       113,258        $    179,479
Investments                                                          555,229             552,359
Prepaid expenses and other current assets                             21,860               2,417
---------------        ------------
Total current assets                                               690,347             734,255
===============        ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued liabilities                     $        61,608        $     78,823
---------------        ------------
Total current liabilities                                           61,608              78,823
---------------        ------------
Commitments

Stockholders' equity:
Preferred stock, $.0001 par value, 100,000,000 shares 
authorized, no shares issued and outstanding                            -                   -  
Common stock, $.0001 par value, 100,000,000 shares authorized,
2,915,428 shares issued and outstanding at March 31, 2004,
and December 31, 2003                                                   292                 292
Additional paid-in capital                                          4,232,821           4,232,821
Accumulated deficit                                                (3,604,374)         (3,577,681)
---------------        ------------
Total stockholders' equity                                         628,739             655,432
---------------        ------------
Total liabilities and stockholders' equity                 $       690,347        $    734,255
===============        ============

The accompanying notes are an integral part of these condensed financial statements.

F-2

ORTHODONTIX, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

THREE MONTHS ENDED
MARCH 31
----------------------------
2004         2003
------------  ------------

General and administrative expenses                   $   29,684    $   30,301
Other operating expense                                      -           4,250
------------  ------------
Net operating loss                                (29,684)      (34,551)
------------  ------------
Other income:
Interest income                                        2,991         2,064
------------  ------------
Total other income                                   2,991         2,064
------------  ------------
Net loss                                              $  (26,693)   $  (32,487)
============  ============

Loss per common and common
equivalent share:

Basic                                              $    (0.01)   $    (0.01)
============  ============
Diluted                                            $    (0.01)   $    (0.01)
============  ============
Weighted average number of common and
common equivalent shares outstanding - 
basic and diluted                                   2,915,428     2,915,428
============  ============

The accompanying notes are an integral part of these condensed financial statements.

F-3

ORTHODONTIX, INC.
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
for the three months ended March 31, 2004

Additional                         Total
Common Stock             Paid-In      Accumulated     Stockholders'
Shares        Amounts        Capital        Deficit          Equity
------------  -------------  -------------  -------------  ----------------

Balance, December 31, 2003      2,915,428    $     292      $ 4,232,821   $ (3,577,681)  $    655,432
Net loss for the period               -            -                -          (26,693)       (26,693)
------------  -------------  -------------  -------------  ----------------
Balance, March 31, 2004         2,915,428    $     292      $ 4,232,821   $ (3,604,374)  $    628,739
============ =============  ==============  =============  ================

The accompanying notes are an integral part of these condensed financial statements.

F-4

ORTHODONTIX, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

THREE MONTHS ENDED
MARCH 31,
-------------------------
2004            2003
---------       ---------

Cash flows from operating activities:
Net loss                                                      $ (26,693)      $ (32,487)
Loss on collection of notes receivable                              -             4,250
Adjustments to reconcile net loss to net cash used in
operating activities:
Changes in assets and liabilities                             (39,528)        (20,915)
---------       ---------
Net cash used in operating activities                     (66,221)        (49,152)
---------       ---------

Cash flows from investing activities:
Payment of notes receivable                                         -            60,881
---------       ---------
Net cash provided by investing activities                     -            60,881
---------       ---------
Net (decrease) increase in cash and cash equivalents                 (66,221)         11,729

Cash and cash equivalents, beginning of period                       179,479         807,639
---------       ---------
Cash and cash equivalents, end of period                           $ 113,258       $ 819,368
=========       =========

The accompanying notes are an integral part of these condensed financial statements.

F-5

ORTHODONTIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2004
(UNAUDITED)

1.  BASIS OF PRESENTATION:

The accompanying unaudited condensed financial statements of Orthodontix,
Inc. ("Orthodontix" or the "Company") presented herein do not include all
disclosures required by accounting principles generally accepted in the
United States of America for a complete set of financial statements.  In
the opinion of management, these financial statements include all
adjustments, including normal recurring adjustments, necessary for a fair
presentation of the results of interim periods.

The results of operations for the three months ended March 31, 2004
are not necessarily indicative of the results of operations to be
expected for the year ending December 31, 2004.  The unaudited condensed
financial statements should be read in conjunction with the financial
statements and footnotes thereto included in the Company's Annual Report
on Form 10-KSB, as amended, as filed with the Securities and Exchange
Commission on April 22, 2004.

2.  ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
Accounts payable and accrued expenses consist of the following:

March 31, 2004         December 31,
(Unaudited)               2003
--------------          -----------
Accounts payable              $        4,214          $     4,214
Other accrued expenses                57,394               74,609
--------------          -----------
$       61,608          $    78,823
==============          ===========

3.   EARNINGS PER SHARE:

Basic earnings per share is calculated by dividing the net income or
loss by the weighted average number of common and potential common
shares outstanding during the period.  Diluted earnings per share is
calculated by dividing net income or loss by the weighted average
number of common shares and potential common equivalent shares
outstanding during the period.  Potential common equivalent shares
consist of the dilutive effect of outstanding options calculated using
the treasury stock method.  There were no potential common equivalent
shares for the three months ended March 31, 2004 and 2003.

F-6

ORTHODONTIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2004, Continued
(UNAUDITED)

4.   LOSS ON COLLECTION OF NOTE RECEIVABLE:

At December 31, 2002, the Company had a note receivable as a result of
the termination of the affiliation with a Founding Practice with an
outstanding balance of approximately $65,000.  Such note receivable was
due in monthly payments through August 2004.  On March 31, 2003, the
Company entered into an agreement for the Founding Practice to settle
the outstanding balance on the note receivable for a payment of
approximately $60,900.  As a result of the agreement, the Company
recorded other operating expenses in the amount of $4,250 for the three
months ended March 31, 2003.

F-7

EXHIBIT INDEX

Exhibit No.          Description

31.1              Certification of Chief Executive Officer pursuant to
Rule 13a-14(a)

31.2              Certification of Acting Chief Financial Officer pursuant
to Rule 13a-14(a)

32                Certification pursuant to Rule 13a-14(b) and Section 906
of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of Section 1350, Title 18, United States Code).

12

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Glenn L. Halpryn, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Orthodontix, 
Inc.;
2.  Based on my knowledge, this report does not contain any untrue 
statement of a material fact or omit to state a material fact necessary to 
make the statements made, in light of the circumstances under which such 
statements were made, not misleading with respect to the period covered by 
this report;
3.  Based on my knowledge, the financial statements, and other financial 
information included in this report, fairly present in all material respects 
the financial condition, results of operations and cash flows of the small 
business issuer as of, and for, the periods presented in this quarterly 
report;
4.  The small business issuer's other certifying officer and I are 
responsible for establishing and maintaining disclosure controls and 
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and 
internal control over financial reporting (as defined in Exchange Act Rules 
13a-15(f) and 15d-15(f)) for the small business issuer and have:
a)  Designed such disclosure controls and procedures, or caused such 
disclosure controls and procedures to be designed under our supervision, to 
ensure that material information relating to the small business issuer, 
including its consolidated subsidiaries, is made known to us by others within 
those entities, particularly during the period in which this report is being 
prepared;
b)  Evaluated the effectiveness of the small business issuer's 
disclosure controls and procedures and presented in this report our 
conclusions about the effectiveness of the disclosure controls and 
procedures, as of the end of the period covered by this report based on such 
evaluation; and
c)  Disclosed in this report any change in the small business issuer's 
internal control over financial reporting that occurred during the small 
business issuer's most recent fiscal quarter that has materially affected, or 
is reasonably likely to materially affect, the small business issuer's 
internal control over financial reporting; and
5.  The small business issuer's other certifying officer and I have 
disclosed, based on our most recent evaluation of internal control over 
financial reporting, to the small business issuer's auditors and the audit 
committee of the small business issuer's board of directors (or persons 
performing the equivalent functions):
a)  All significant deficiencies and material weaknesses in the design  
or operation of internal control over financial reporting which are 
reasonably likely to adversely affect the small business issuer's ability to 
record, process, summarize and report financial information; and
b)  Any fraud, whether or not material, that involves management or 
other employees who have a significant role in the small business issuer's 
internal control over financial reporting.

Dated:  May 12, 2004              By:   /s/ Glenn L. Halpryn
---------------------------------------
Glenn L. Halpryn
Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Alan Jay Weisberg, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Orthodontix, 
Inc.;
2.  Based on my knowledge, this report does not contain any untrue 
statement of a material fact or omit to state a material fact necessary to 
make the statements made, in light of the circumstances under which such 
statements were made, not misleading with respect to the period covered by 
this report;
3.  Based on my knowledge, the financial statements, and other financial 
information included in this report, fairly present in all material respects 
the financial condition, results of operations and cash flows of the small 
business issuer as of, and for, the periods presented in this quarterly 
report;
4.  The small business issuer's other certifying officer and I are 
responsible for establishing and maintaining disclosure controls and 
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and 
internal control over financial reporting (as defined in Exchange Act Rules 
13a-15(f) and 15d-15(f)) for the small business issuer and have:
a)  Designed such disclosure controls and procedures, or caused such 
disclosure controls and procedures to be designed under our supervision, to 
ensure that material information relating to the small business issuer, 
including its consolidated subsidiaries, is made known to us by others within 
those entities, particularly during the period in which this report is being 
prepared;
b)  Evaluated the effectiveness of the small business issuer's 
disclosure controls and procedures and presented in this report our 
conclusions about the effectiveness of the disclosure controls and 
procedures, as of the end of the period covered by this report based on such 
evaluation; and
c)  Disclosed in this report any change in the small business issuer's 
internal control over financial reporting that occurred during the small 
business issuer's most recent fiscal quarter that has materially affected, or 
is reasonably likely to materially affect, the small business issuer's 
internal control over financial reporting; and
5.  The small business issuer's other certifying officer and I have 
disclosed, based on our most recent evaluation of internal control over 
financial reporting, to the small business issuer's auditors and the audit 
committee of the small business issuer's board of directors (or persons 
performing the equivalent functions):
a)  All significant deficiencies and material weaknesses in the design  
or operation of internal control over financial reporting which are 
reasonably likely to adversely affect the small business issuer's ability to 
record, process, summarize and report financial information; and
b)  Any fraud, whether or not material, that involves management or 
other employees who have a significant role in the small business issuer's 
internal control over financial reporting.

Dated:  May 12, 2004              By:   /s/ Alan Jay Weisberg
---------------------------------------
Alan Jay Weisberg
Acting Chief Financial Officer

Exhibit 32

CERTIFICATION PURSUANT TO RULE 13a-14(b) AND SECTION 906 OF THE SARBANES-
OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) OF SECTION 1350, TITLE 18, UNITED 
STATES CODE)

In connection with the Quarterly Report on Form 10-QSB of 
Orthodontix,Inc. for the period ended March 31, 2004, as filed with the 
Securities and Exchange Commission (the "Report"), we, Glenn L. Halpryn, 
Chief Executive Officer of Orthodontix, Inc., and Alan Jay Weisberg, Acting 
Chief Financial Officer of Orthodontix, Inc., hereby certify pursuant to 18 
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley 
Act of 2002, that:

1.  The Report fully complies with the requirements of Section 13(a) or 
15(d) of the Securities Exchange Act of 1934; and

2.  The information contained in the Report fairly presents, in all 
material respects, the financial condition and results of operations of 
Orthodontix, Inc.

Dated:  May 12, 2004              By:   /s/ Glenn L. Halpryn
---------------------------------------
Glenn L. Halpryn
Chief Executive Officer

Dated:  May 12, 2004              By:   /s/ Alan Jay Weisberg
---------------------------------------
Alan Jay Weisberg
Acting Chief Financial Officer

A signed original of this written statement required by Section 906 has been 
provided to Orthodontix, Inc. and will be retained by Orthodontix, Inc. and 
furnished to the Securities and Exchange Commission or its staff upon 
request.