UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 
1934
For the Fiscal Year Ended December 31, 2005

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
ACT OF 1934
For the transition period from _____ to _____

Commission File No. 000-27836

ORTHODONTIX, INC.
-----------------------------------------------------------------------------
(Name of small business issuer in its charter)

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

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

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

Securities registered under Section 12(b) of the Exchange Act: None.

Title of each class           Name of each exchange on which registered

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

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $.0001 per share
-----------------------------------------------------------------------------
(Title of class)

-----------------------------------------------------------------------------
(Title of class)

Check whether the issuer is not required to file reports pursuant to Section 
13 or 15(d) of the Exchange Act. [ ]

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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 
405 of Regulation S-B contained in this form, and no disclosure will be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB.                                 [X]

Indicate by check mark whether the registrant is a shell company (as 
defined in Rule 12b-2 of the Exchange Act.                     Yes [X] No [ ]

State issuer's revenues for its most recent fiscal year:  $0.

The aggregate market value of the voting and non-voting common equity 
held by non-affiliates of the Company based on the average of the bid and 
asked price of $3.695 of such Common Stock, as of March 27, 2006, is 
$9,167,764.

As of March 27, 2006, the Company had a total of 5,830,856 shares of 
Common Stock, par value $.0001 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:  None.

ORTHODONTIX, INC.
FORM 10-KSB
FISCAL YEAR ENDED DECEMBER 31, 2005

TABLE OF CONTENTS                                               Page
----

PART I                                                           -1-

Item 1.     Description of Business                           -1-

Item 2.     Description of Property                           -2-

Item 3.     Legal Proceedings                                 -2-

Item 4.     Submission of Matters to a Vote   
of Security Holders                               -2-

PART II                                                          -2-

Item 5.     Market for Common Equity and Related Stockholder
Matters                                           -2-

Item 6.     Management's Discussion and Analysis or Plan of
Operation                                         -3-

Item 7.     Financial Statements                              -4-

Item 8.     Changes in and Disagreements with Accountants on 
Accounting and Financial Disclosure               -5-

Item 8A.    Controls and Procedures                           -6-

Item 8B     Other Information                                 -6-

PART III                                                         -6-

Item 9.     Directors, Executive Officers, Promoters and
Control Persons; Compliance With Section 16(a)
of the Exchange Act                               -6-

Item 10.    Executive Compensation                            -8-

Item 11.    Security Ownership of Certain Beneficial Owners
And Management and Related Stockholder Matters    -9-

Item 12.    Certain Relationships and Related Transactions   -11-

Item 13.    Exhibits                                         -11-

Item 14.    Principal Accountant Fees and Services           -11-

SIGNATURES                                                      -13-

EXHIBIT INDEX                                                   -14-

-i-

PART I

ITEM 1. DESCRIPTION OF BUSINESS

BACKGROUND

Orthodontix, Inc. (the "Company") was formed as Embassy Acquisition 
Corp., a Florida corporation, in November 1995 for the purpose of effecting a 
merger with an operating business.  In April 1998, the Company merged with an 
orthodontic practice management company and acquired certain assets and 
assumed certain liabilities of 26 orthodontic practices (the "Practices") in 
exchange for shares of the Company's Common Stock and the entering into of 
practice management service agreements with the Practices (the "Merger").  
Upon completing the Merger, the Company changed its name to Orthodontix, Inc. 
and began managing the business aspects of the Practices, including billing, 
collections, cash management and payroll processing, in exchange for a 
management fee.  By November 1999, the Company had ceased providing practice 
management services.  By May 2001, the Company had terminated its affiliation 
with all the Practices.  The Company sold certain Practice assets back to the 
Practices and assumed certain liabilities.  During the years ended December 
31, 2000 and 2001, the Company terminated its affiliation with all of the 
Practices and recorded the sales of all the Practice assets and the shares of 
Common Stock returned in connection with the transactions.  In addition, the 
Company recorded the Common Stock returned in connection with the 
resignations of management.  Such transactions are reflected in the Company's 
Annual Reports on Form 10-KSB for the years then ended.  See "MANAGEMENT'S 
DISCUSSION AND ANALYSIS AND PLAN OF OPERATION" at page 3 for a further 
discussion.

FUTURE PLANS

The Company intends to effect a merger, acquisition or other business 
combination with an operating company by using a combination of Common Stock, 
cash on hand, or other funding sources that the Company reasonably believes 
are available.  Management devotes substantially all of its time to 
identifying potential merger or acquisition candidates.  The Company is 
searching for an established business, principally in South Florida, and the 
Company has evaluated companies operating in selected industries, including 
business services, health care, manufacturing, distribution, aviation, 
pharmaceutical and banking.

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 future or on 
terms favorable to the Company, or that other funding sources will be 
available.

EMPLOYEES

Except for Glenn L. Halpryn, the Company's Chief Executive Officer, the 
Company currently has no full-time or part-time employees. The Company's 
Acting Chief Financial Officer, Alan Jay Weisberg, is compensated by the 
Company on a project basis through the accounting firm of Weisberg Brause & 
Co., a firm in which Mr. Weisberg is a shareholder.

1

ITEM 2. DESCRIPTION OF PROPERTY

The Company currently maintains, at no cost to the Company, its 
executive offices in approximately 500 square feet of office space located at 
1428 Brickell Avenue, Suite 105, Miami, Florida 33131.  Such office space 
represents a portion of the corporate offices of Transworld Investment 
Corporation ("TIC"), a company in which Glenn L. Halpryn and Noah Silver, 
directors and executive officers of the Company, are officers and/or 
directors.

ITEM 3. LEGAL PROCEEDINGS

None

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

During the fourth quarter of the year ended December 31, 2005, no 
matters were submitted to a vote of security holders of the Company.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Common Stock of the Company is quoted for trading in the over-the-
counter electronic bulletin board market (the "OTC Bulletin Board") under the 
symbol "OTIX."  The following table shows the reported high and low bid 
quotations for the Common Stock obtained from the OTC Bulletin Board for the 
periods indicated.  The high and low bid prices for such periods are 
interdealer prices, without retail mark-up, mark-down or commissions and may 
not represent actual transactions.

OTC Bulletin Board                          Low Bid          High Bid
----------------------------------        -------------    ------------

2005
First Quarter                              $.16             $ .20
Second Quarter                             $.16             $ .20
Third Quarter                              $.11             $ .21
Fourth Quarter                             $.20             $5.50

2004
First Quarter                              $.20             $ .20
Second Quarter                             $.20             $ .30
Third Quarter                              $.20             $ .30
Fourth Quarter                             $.20             $ .20

2

The Company has approximately 57 stockholders of record as of March 27, 
2006, inclusive of those brokerage firms and/or clearinghouses holding the 
Company's shares of Common Stock for their clientele (with each such 
brokerage house and/or clearinghouse being considered as one holder).

The Company has not paid or declared any dividends upon its Common Stock 
since its inception and does not contemplate or anticipate paying any 
dividends upon its Common Stock in the foreseeable future.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

The following discussion with regard to the Company's financial 
condition and 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 the Company and 
involve substantial 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 from the 
Company's plans and expectations 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 that 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 Financial 
Statements and Notes thereto included elsewhere in this Report.

FINANCIAL RESULTS FOR THE YEARS ENDED DECEMBER 31, 2005 AND DECEMBER 31, 
2004.

REVENUES.  The Company ceased providing orthodontics practice management 
services to the Practices as of November 1999.  No management service fee 
revenue or other operating revenue was recorded by the Company during the 
years ended December 31, 2005 and 2004.  The Company does not expect to 
generate operating revenue until such time as the Company consummates a 
business combination with an operating company.

GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative 
expenses were approximately $93,300 and $165,600 for the years ended December 
31, 2005 and 2004, respectively.  During 2004 and 2005, such expenses 
consisted primarily of insurance, and legal and accounting costs.

The Company anticipates that its general and administrative expenses 
will remain low until such time as the Company effects a merger or other 
business combination with an operating company.

3

INTEREST INCOME.  Interest income of approximately $14,200 and $5,500 
for the years ended December 31, 2005 and 2004, respectively, represents 
interest earned on excess cash balances invested primarily in short-term 
money market accounts.  The increase in interest income for year 2005 is 
primarily attributable to higher market rates of interest combined with the 
Company's having more cash invested at year end.

NET LOSS. For the years ended December 31, 2005 and 2004, the Company 
recorded a net loss of approximately $75,000 and $160,000, respectively, or 
$0.02 and $0.05 per share, respectively.

The Company does not expect to generate net income, if at all, until 
such time as it effects a business combination with an operating company.  
However, in the event that 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.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2005, the Company had cash and cash equivalents of 
approximately $985,000, no investments, and total liabilities of 
approximately $73,000.  The Company's cash is currently invested in money 
market accounts and certificates of deposit.  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.  At December 31, 2005, the Company had no ongoing contractual 
commitments or off-balance sheet arrangements.

PLAN OF OPERATION

Management of the Company intends to continue devoting substantially all 
of its time to identifying merger or acquisition candidates, targeting 
established businesses in selected industries, including business services, 
health care, manufacturing, distribution, aviation, pharmaceutical and 
banking.  In the event that the Company locates an acceptable operating 
business, the Company intends to effect the transaction by using a 
combination of its Common Stock, cash on hand, or other funding sources that 
the Company reasonably believes are available.  However, there can be no 
assurances that the Company will be able to consummate a merger or 
acquisition of an operating business on terms favorable to the Company, or 
that other funding sources will be available.

ITEM 7. FINANCIAL STATEMENTS

The financial statements included herein, commencing at page F-1, have 
been prepared in accordance with the requirements of Regulation S-B.

4

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURE

On November 12, 2004, PricewaterhouseCoopers LLP ("PwC") resigned as the 
Independent Registered Public Accounting firm for Orthodontix, Inc. (the 
"Company").

Except as disclosed in the next sentence of this paragraph, the reports 
of PwC on the Company's financial statements for the year ended December 31, 
2003 did not contain an adverse opinion or disclaimer of opinion and were not 
qualified or modified as to uncertainty, audit scope or accounting principle.  
As discussed in Note 1 to the Company's financial statements as of and for 
the year ended December 31, 2003, the Company terminated its affiliation with 
all of its founding practices and intends to effect a merger, acquisition or 
other business combination with an operating company utilizing any 
combination of its common stock, cash on hand or other funding sources.

During the year ended December 31, 2003, and through November 12, 2004, 
there were no disagreements with PwC on any matter of accounting principles 
or practices, financial statement disclosure, or auditing scope or procedure, 
which disagreements, if not resolved to the satisfaction of PwC, would have 
caused PwC to make reference thereto in their reports on the financial 
statements for such years.

During the year ended December 31, 2003, and through November 12, 2004, 
there were no reportable events (as defined in Item 304(a)(1)(v) of 
Regulation S-K).

The Company engaged Salberg & Co. on February 2, 2005.  The Company's 
Board of Directors approved the decision to retain Salberg & Co.  The Company 
authorized PwC to respond fully to the inquiries of Salberg & Co.

On September 29, 2005, the Company dismissed Salberg & Company, P.A. and 
engaged Sherb and Company, LLP as the Company's principal accountant to audit 
the Company's financial statements.

The reports of Salberg & Company, P.A. for the fiscal year ended 
December 31, 2004 did not contain an adverse opinion or disclaimer of opinion 
and were not modified as to uncertainty, audit scope, or accounting 
principles.

The Company's Board of Directors approved the decision to change 
accountants.

There were no disagreements with Salberg & Company, P.A. on any matter 
of accounting principles or practices, financial statement disclosure, or 
auditing scope or procedure, which, if not resolved to the satisfaction of 
Salberg & Company, P.A. would have caused Salberg & Company, P.A. to make 
reference to the subject matter of the disagreement in connection with its 
report.

5

ITEM 8A. CONTROLS AND PROCEDURES

The Company's management concluded an evaluation, under the supervision 
and with the participation of the Company's Chief Executive Officer and Chief 
Financial Officer, of the effectiveness of the design and operation of the 
Company's disclosure controls and procedures as of December 31, 2005.  Based 
on this evaluation, the Chief Executive Officer and Chief Financial Officer 
concluded that the Company's disclosure controls and procedures are effective 
as of December 31, 2005.

In addition, the Chief Executive Officer and Chief Financial Officer 
have determined that there have been no changes in the Company's internal 
control over financial reporting during the period covered by this report 
that have materially affected, or are reasonably likely to materially affect, 
our internal control over financial reporting.

ITEM 8B. OTHER INFORMATION

All information required to be disclosed on Form 8-K during the fourth 
quarter of 2005 was disclosed in the Form 8-K filed on December 6, 2005.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; 
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS

The current directors and executive officers of the Company are as 
follows:

NAME                      AGE       POSITION
----                      ---       --------

Glenn L. Halpryn           45       Chairman of the Board of
Directors, Chief Executive
Officer, President and  
Secretary

Alan Jay Weisberg          60       Acting Chief Financial and 
Accounting Officer, Director

Noah M. Silver             47       Director

Glenn L. Halpryn has been the Company's Chief Executive Officer since 
May 2001 and Chairman of the Board of Directors, President and Secretary of 
the Company since April 2001.  Mr. Halpryn has been a member of the Board of 
Directors since its inception and served a previous term as President of the 
Company from its inception through the closing of the Merger.  Mr. Halpryn is 
also Chief Executive Officer and a director of Transworld Investment 
Corporation ("TIC"), serving in such capacity since June 2001.  From 1984 to 

6

June 2001, Mr. Halpryn served as Vice President/Treasurer of TIC.  From 1999, 
Mr. Halpryn also served as Vice President of Ivenco, Inc. ("Ivenco") until 
Ivenco's merger into TIC in June 2001.  In addition, since 1984, Mr. Halpryn 
has been engaged in real estate investment and development activities, 
including the management, finance and leasing of commercial real estate.  
From April 1988 through June 1998, Mr. Halpryn was Vice Chairman of Central 
Bank, a Florida state-chartered bank.  Since June 1987, Mr. Halpryn has been 
the President of and beneficial holder of stock of United Security 
Corporation ("United Security"), a broker-dealer registered with the NASD.  
From June 1992 through May 1994, Mr. Halpryn served as the Vice President, 
Secretary-Treasurer of Frost Hanna Halpryn Capital Group, Inc., a "blank 
check" company whose business combination was effected in May 1994 with 
Sterling Healthcare Group, Inc.  From June 1995 through October 1996, Mr. 
Halpryn served as a member of the Board of Directors of Sterling Healthcare 
Group, Inc.  Since October 2002, Mr. Halpryn has been a director of Ivax 
Diagnostics, Inc., a publicly held corporation, and is a member of its audit 
committee.

Alan Jay Weisberg has been the Company's Acting Chief Financial Officer 
since September 1999 and a member of the Board of Directors and Treasurer of 
the Company since April 2001. Since July 1986, Mr. Weisberg has been a 
stockholder in the accounting firm of Weisberg Brause & Co., Boca Raton, 
Florida.  Mr. Weisberg has been the principal financial officer of United 
Security since June 1987.

Noah M. Silver has been a member of the Company's Board of Directors 
since April 2001 and was a consultant to the Company during 1999.  Mr. Silver 
has been the Chief Financial Officer of TIC since June 2001, a firm in which 
Mr. Halpryn is the Chief Executive Officer and a director.  From March 2000, 
Mr. Silver served as the Chief Financial Officer of Ivenco, serving in such 
capacity until Ivenco's merger into TIC in June 2001.  From January 1997 
through February 1999, Mr. Silver was the President of Dryclean USA, Florida 
Division, and Dryclean USA Franchise Company.  From April 1995 through 
December 1996, Mr. Silver was the Florida Division Controller and Vice 
President of Dryclean USA, the parent company of Dryclean USA, Florida 
Division.  Mr. Silver is a Certified Public Accountant and a Certified 
Management Accountant and has earned a Master of Accounting Degree. 

AUDIT COMMITTEE FINANCIAL EXPERTS

The Board of Directors has determined that the Company has two audit 
committee financial experts serving on its audit committee--Noah M. Silver 
and Alan Jay Weisberg.  Only Mr. Silver is independent.

COMPLIANCE WITH SECTION 16(a)

To the Company's knowledge, based solely upon the Company's review of 
Forms 3, 4 and 5 furnished to the Company, for the year ended December 31, 
2005, no person who was a director, officer or beneficial owner of more than 
ten percent of the Company's outstanding Common Stock or any other person 
subject to Section 16 of the Securities Exchange Act of 1934 (the "Exchange 
Act") failed to file on a timely basis, reports required by Section 16(a) of 
the Exchange Act.

7

CODE OF ETHICS

The Company adopted a code of ethics that applies to all officers, 
directors and employees of the Company.  Any person may obtain a copy of the 
code of ethics at no charge from the Company by writing to the Company at 
1428 Brickell Avenue, Suite 105, Miami, Florida 33131.

ITEM 10. EXECUTIVE COMPENSATION

DIRECTOR COMPENSATION

During the year ended December 31, 2005, each director of the Company 
(employee and non-employee directors alike) received $400 for each Board 
meeting attended as well as reimbursement for any reasonable business 
expenses incurred by the director in connection with his activities on behalf 
of the Company.  During 2005, the Company held one meeting of the Board of 
Directors.  In addition, directors are entitled to receive stock options 
under the 1997 Orthodontix, Inc. Stock Option Plan.  No such stock options 
were granted to directors during the year ended December 31, 2005.

EXECUTIVE COMPENSATION

No executive officer of the Company was compensated more than $100,000 
during the year ended December 31, 2005. The following table sets forth all 
the compensation earned by Glenn L. Halpryn, who has been the Company's Chief 
Executive Officer since May 2001.

SUMMARY COMPENSATION TABLE

Annual Compensation               Long Term Compensation Awards
-----------------------     -------------------------------------------
Name and                                                           Securities
Principal                                       Other Annual       Underlying     All Other
Position            Year     Salary   Bonus     Compensation       Options        Compensation
----------------------------------------------------------------------------------------------

Glenn Halpryn,      2005   $     0   $ 0       $  0                    0             $400
Chief Executive     2004   $41,700   $ 0       $  0                    0             $900
Officer(1)           2003   $50,000   $ 0       $  0                    0             $300
<FN>
(1)  In October 2004, Mr. Halpryn waived his salary for the balance of 
2004.  During 2005 Mr. Halpryn received no salary from the Company.
</FN>

STOCK OPTION GRANTS IN 2005

No options to purchase shares of the Company's Common Stock were granted 
to any executive officer during the year ended December 31, 2005. The 
following table sets forth certain summary information concerning grants of 
options to purchase shares of the Company's Common Stock during the year 
ended December 31, 2005:

8

Number of Securities  % of Total Options     Exercise/
Underlying Options    Granted to Employees   Base Price/   Expiration
Name               Granted               in Fiscal Year         Share         Date
----------------------------------------------------------------------------------------

Glenn Halpryn            N/A                   ---                ---          ---

STOCK OPTION EXERCISES IN 2005
AND YEAR-END OPTION VALUES

No options to purchase shares of the Common Stock of the Company were 
exercised by any executive officer of the Company during the year ended 
December 31, 2005 and at December 31, 2005, there were no unexercised options 
to purchase the Company's Common Stock held by any executive officer of the 
Company.  The following table sets forth certain summary information 
concerning exercised and unexercised options to purchase shares of the 
Company's Common Stock as of December 31, 2005:

Shares                                              Value of Unexercisable In-
Acquired                 Number of Unexercised      the-money Options at FY-
on         Value         Options at FY-end          end Exercisable /
Name               Exercise   Realized   Exercisable/Unexercisable     Unexercisable
-------------------------------------------------------------------------------------------------

Glenn L. Halpryn     ---         N/A               0/0                         $0/$0

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL 
ARRANGEMENTS

Neither Mr. Halpryn, the Company's Chief Executive Officer, nor any 
other executive officer of the Company, has an employment agreement with the 
Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS

The following table sets forth information known to the Company with 
respect to the beneficial ownership of its Common Stock as of March 27, 2006 
by (i) each stockholder known by the Company to own beneficially more than 5% 
of the outstanding Common Stock, (ii) each named executive officer of the 
Company, (iii) each director of the Company, and (iv) all directors and 
executive officers as a group. As of March 27, 2006, there were 5,830,856 
shares of Common Stock outstanding.

9

PRINCIPAL SHAREHOLDERS

Name and Address               Shares of Common Stock      Percent
of Beneficial Owner            Beneficially Owned(1)        Owned
------------------------------------------------------------------

Phillip Frost, M.D.                   2,965,428(2)          51.0%
4400 Biscayne Blvd.
Miami, FL 33137

Stephen Grussmark                       450,000(3)          7.7%
7400 North Kendall Drive Suite 704
Miami, FL  33156

Glenn L. Halpryn                        380,100            6.5%
1428 Brickell Avenue, Suite 105
Miami, FL  33131

Alan Jay Weisberg                         4,201            0.07%
1428 Brickell Avenue, Suite 105
Miami, FL  33131

Noah Silver                                   0            0%
1428 Brickell Avenue, Suite 105
Miami, FL  33131

All Officers and                        384,301            6.6%
Directors as a Group(2)

Total Shares Outstanding
as of March 27, 2006                  5,830,856
<FN>
(1)  Beneficial ownership is determined in accordance with the rules of the 
Securities and Exchange Commission. In computing the number of shares 
beneficially owned by a person and the percentage ownership of that person, 
shares of Common Stock subject to options or warrants held by that person 
that are currently exercisable or will become exercisable within 60 days 
after March 27, 2006 are deemed outstanding, while such shares are not deemed 
outstanding for purposes of computing percentage ownership of any other 
person. Unless otherwise indicated in the footnotes below, the persons and 
entities named in the table have sole voting and investment power with 
respect to all shares beneficially owned, subject to community property laws 
where applicable.

(2)  Represents shares of Common Stock held by Frost Gamma Investments Trust, 
of which Frost Gamma Limited Partnership is the sole and exclusive 
beneficiary.  Dr. Phillip Frost is the sole limited partner of Frost Gamma, 
L.P.  The general partner of Frost Gamma, L.P. is Frost Gamma, Inc. and the 
sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation.  Dr. Frost 
is also the sole shareholder of Frost-Nevada Corporation.

10

(3)  Represents shares of Common Stock held in various trusts for which 
either Dr. Grussmark or his wife is the sole trustee and the beneficiaries of 
which are Dr. Grussmark, his wife or his children.
</FN>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Alan Jay Weisberg, CPA, the Company's Acting Chief Financial Officer 
since September 1999 and a member of the Company's Board of Directors and 
Treasurer since April 2001, is a shareholder of Weisberg Brause, which firm 
was paid $5,800 and $4,850 during the years ended December 31, 2005 and 2004, 
respectively.

Since June 2001, the Company has utilized as its principal office, a 
portion of the corporate offices of TIC, a company in which Messrs. Halpryn 
and Silver are officers and directors.  The Company occupies such space free 
of rent.

ITEM 13. EXHIBITS

Documents filed as part of this report

1. Financial Statements

See page F-1.

2. Exhibits:

See Exhibit Index. The Exhibits listed in the accompanying 
Exhibit Index are filed or incorporated by reference as part of this report.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

Sherb and Company, LLP billed the Company $3,500 for review of financial 
statements included in the Company's Form 10-QSB for the quarter ended 
September 30, 2005 and expects to bill the Company $8,500 for the audit of 
the Company's annual financial statements for the year ended December 31, 
2005.  Salberg & Co., P.A., the former Independent Registered Public 
Accounting Firm for the Company, billed the Company $8,600 in 2005 for the 
audit of the Company's annual financial statements for the year ended 
December 31, 2004 and $7,000 for review of financial statements included in 
the Company's Forms 10-QSB for the quarters ended March 31 and June 30, 2005.  
PricewaterhouseCoopers LLP, the principal accountant for the Company during 
2004, billed the Company $27,800 in 2004, for professional services rendered 
for the audit of the Company's annual financial statements and review of 
financial statements included in the Company's Forms 10-QSB.

11

AUDIT-RELATED FEES

The Company paid no fees to its principal accountant except the audit 
fees reported above for 2004 and 2005.

TAX FEES

The Company paid no fees to its principal accountant for tax compliance, 
tax advice or tax planning during the past two fiscal years.  The Company 
paid $1,235 in 2005 and $1,235 in 2004 to another accounting firm that 
prepared the Company's tax returns.

ALL OTHER FEES

The Company paid only the audit fees reported above to its principal 
accountant during 2004 and 2005.

AUDIT COMMITTEE PRE-APPROVAL POLICIES

The Audit Committee pre-approved all services performed by the Company's 
principal accountant before the accountant was engaged in accordance with the 
Audit Committee's procedure of requiring the details of the services to be 
performed.

12

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the 
Registrant caused this report to be signed on its behalf by the undersigned, 
thereunto duly authorized.

By: /s/ Glenn Halpryn
----------------------
Glenn Halpryn, Chief Executive Officer

March 29, 2006

In accordance with the Exchange Act, this report has been signed below 
by the following persons on behalf of the Registrant in the capacities and on 
the dates indicated.

By: /s/ Glenn Halpryn
----------------------
Glenn Halpryn, Chairman of the Board,
Chief Executive Officer, President, Secretary

March 29, 2006

By: /s/ Alan Jay Weisberg
----------------------
Alan Jay Weisberg, Acting Chief Financial 
and Accounting Officer, Director

March 29, 2006

By: /s/ Noah Silver
----------------------
Noah Silver, Director

March 29, 2006

13

INDEX TO FINANCIAL STATEMENTS

Pages

Report of Independent Registered Public Accounting
Firm                                                                  F-2

Report of Former Independent Registered Public
Accounting Firm                                                       F-3

Balance Sheet                                                            F-4

Statements of Operations                                                 F-5

Statements of Changes in Stockholders' Equity                            F-6

Statements of Cash Flows                                                 F-7

Notes to Financial Statements                                     F-8 - F-13

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors
of Orthodontix, Inc.

We have audited the accompanying balance sheet of Orthodontix, Inc. as of 
December 31, 2005 and the related statements of operations, changes in 
stockholders' equity and cash flows for the year then ended.  These financial 
statements are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.  The financial statements of Orthodontix, Inc. as of December 
31, 2004, were audited by other auditors whose report dated March 16, 2005, 
expressed an unqualified opinion on those statements.

We conducted our audit in accordance with the standards of the Public Company 
Accounting Oversight Board (United States).  Those standards require that we 
plan and perform the audit to obtain reasonable assurance about whether the 
financial statements are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements.  An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well as 
evaluating the overall financial statement presentation.  We believe that our 
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in 
all material respects, the financial position of Orthodontix, Inc. as of 
December 31, 2005, and the results of their operations, changes in 
stockholders' equity and cash flows for the year then ended, in conformity 
with accounting principles generally accepted in the United States of 
America.

Sherb and Co., LLP
Boca Raton, Florida
January 30, 2006

F-2

Report of Independent Registered Public Accounting Firm

To the Board of Directors
of Orthodontix, Inc.

We have audited the accompanying statements of operations, changes in 
stockholders' equity and cash flows of Orthodontix, Inc. for the year ended 
December 31, 2004.  These financial statements are the responsibility of the 
Company's management.  Our responsibility is to express an opinion on these 
financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company 
Accounting Oversight Board (United States).  Those standards require that we 
plan and perform the audit to obtain reasonable assurance about whether the 
financial statements are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements.  An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well as 
evaluating the overall financial statement presentation.  We believe that our 
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in 
all material respects, the results of operations, changes in stockholders' 
equity and cash flows of Orthodontix, Inc. for the year ended December 31, 
2004, in conformity with accounting principles generally accepted in the 
United States of America.

SALBERG & COMPANY, P.A.
Boca Raton, Florida
March 16, 2005

F-3

ORTHODONTIX, INC.
BALANCE SHEET
December 31, 2005
------------------------------------------

2005

Assets
Current assets:
Cash and cash equivalents                                            $    985,238
Prepaid expenses                                                            2,123
------------
Total current assets                                                    987,361
============

Liabilities and Stockholders' Equity
Current liabilities:
Accrued liabilities                                                        72,930
------------
Total current liabilities                                                72,930
------------

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, 5,830,856 shares issued and outstanding                         583
Additional paid-in capital                                              4,726,530
Accumulated deficit                                                    (3,812,682)
------------
Total stockholders' equity                                              914,431
------------
Total liabilities and stockholders' equity                          $   987,361
============

See Accompanying Notes to Financial Statements.

F-4

ORTHODONTIX, INC.
Statements of Operations
For the years ended December 31, 2005 and 2004
----------------------------------------------

For the years ended December 31,
2005                          2004

Operating Expenses:
General and administrative expenses                                     $      93,295              $     165,582
------------               ------------
Total operating expenses                                                  93,295                    165,582
------------               ------------
Loss from Operations                                                     (93,295)                  (165,582)
------------               ------------

Other income:
Interest income                                                             14,150                      5,512
Other income                                                                 4,214                        -  
------------               ------------
Total other income                                                        18,364                      5,512
------------               ------------
Net loss                                                                  $   (74,931)               $  (160,070)
============               ============

Net Loss per share--Basic and Diluted                                   $       (0.02)              $      (0.05)
============               ============

Weighted average number of shares outstanding
during the year--basic and diluted                                       3,163,040                  2,915,428
============               ============

See Accompanying Notes to Financial Statements.

F-5

ORTHODONTIX, INC.
Statements of Changes in Stockholders' Equity
For the years ended December 31, 2005 and 2004
-----------------------------------------------

Additional                  
Common Stock        Paid-In    Accumulated     
Shares      Amount     Capital      Deficit        Total
---------  ----------  ----------- ------------   ----------

Balance, December 31, 2003                         2,915,428  $     292   $ 4,232,821 $(3,577,681)   $ 655,432

Net loss, 2004                                           -          -             -      (160,070)    (160,070)
---------  ----------  ----------- ------------   ----------

Balance, December 31, 2004                         2,915,428        292     4,232,821  (3,737,751)     495,362

Stock issued for cash                              2,915,428        291       493,709         -        494,000

Net loss, 2005                                           -          -             -       (74,931)     (74,931)
---------  ----------  ----------- ------------   ----------

Balance, December 31, 2005                         5,830,856  $     583   $ 4,726,530 $(3,812,682)   $ 914,431
=========  ==========  =========== ============   ==========

See Accompanying Notes to Financial Statements.

F-6

ORTHODONTIX, INC.
Statements of Cash Flows
For the years ended December 31, 2005 and 2004
-----------------------------------------------

For the years ended December 31,
2005               2004
-------------       ------------

Cash flows from operating activities:   
Net loss                                           $   (74,931)        $  (160,070)
Adjustments to reconcile net loss to net cash used
in operating activities:
Changes in operating assets and liabilities:
Prepaid expenses and other current assets                 1                 294
Accounts payable and accrued liabilities              2,455              (8,349)
-------------       ------------

Net cash used in operating activities             (72,475)           (168,125)
-------------       ------------

Cash flows from investing activities:
Redemption of Certificate of Deposit                       -               552,359
-------------       ------------

Net cash provided by investing activities             -               552,359
-------------       ------------

Cash Flows from Financing Activities:
Proceeds from issuance of common stock                 494,000                 -  
-------------       ------------

Net cash Provided by Financing Activities          494,000                 -  
-------------       ------------

Net increase in cash and cash equivalents             $   421,525         $   384,234

Cash at beginning of year                                 563,713             179,479
-------------       ------------
Cash at end of year                                   $   985,238         $   563,713
=============       ============

Supplemental Disclosure of Cash Flow Information

Cash paid for:
Income taxes                                       $       -           $       -
=============       ============
Interest                                           $       -           $       -
=============       ============

See Accompanying Notes to Financial Statements.

F-7

ORTHODONTIX, INC.
Notes to Financial Statements
December 31, 2005
------------------------------------------

1.     Nature of Operations

On April 16, 1998, Orthodontix, Inc. and subsidiaries ("Orthodontix" 
or the "Company") consummated a merger (the "Merger") with Embassy 
Acquisition Corp. ("Embassy"), a publicly held Florida corporation.  
Simultaneously with the closing of the Merger, the Company acquired certain 
assets and assumed certain liabilities of 26 orthodontic practices (the 
"Founding Practices").

During the year ended December 31, 1999, the Company began to 
terminate its affiliation with the Founding Practices.  During the year ended 
December 31, 2001, the Company terminated its affiliation with all 26 
Founding Practices.

The accompanying financial statements have been prepared on the basis 
which assumes that the Company will continue to operate as a going concern 
and which contemplates the realization of assets and the satisfaction of 
liabilities and commitments in the normal course of business.  The Company 
has generated an accumulated deficit of approximately $3.8 million at 
December 31, 2005 as a result of operations and the termination of its 
affiliation with the Founding Practices.  The Company incurred net losses of 
approximately $75,000 and $160,000 for the years ended December 31, 2005 and 
2004, respectively.  The Company also reflects net cash used in operations of 
$72,475 and $168,125 for the years ended December 31, 2005 and 2004, 
respectively.

The Company currently intends to effect a merger, acquisition or other 
business combination with an operating company utilizing any combination of 
its common stock, cash on hand or other funding sources that the Company 
believes are available. During the year ended December 31, 2005, management 
has devoted substantially all of its time to identifying potential merger or 
acquisition candidates.  There can be no assurances that management's efforts 
to consummate a merger, acquisition or business combination with an operating 
company or management's efforts to identify other funding sources will be 
successful.  The Company anticipates that its current working capital is 
sufficient to fund its operating expenses at their current level for at least 
the next twelve months.

F-8

ORTHODONTIX, INC.
Notes to Financial Statements
December 31, 2005
------------------------------------------

2.     Summary of Significant Accounting Policies

Use of Estimates

In preparing financial statements, management is required to make 
estimates and assumptions that affect the reported amounts of assets and 
liabilities, disclosure of contingent assets and liabilities at the date of 
the financial statements, and revenues and expenses during the periods 
presented.  Actual results may differ from these estimates.

Significant estimates during 2005 and 2004 include a 100% valuation 
allowance for deferred tax assets.

Cash and Cash Equivalents

For the purpose of the cash flow statements, the Company considers all 
highly liquid investments with original maturities of three months or less at 
the time of purchase to be cash equivalents.  In 2005, the Company purchased 
certificates of deposits, using funds from a money market account, and 
proceeds from sale of common stock.  (See Notes 5 and 6)

For the years ended December 31, 2005 and 2004, the Company recognized 
interest income on these certificates of deposit totaling $14,150 and $5,512, 
respectively.

During 2004 the Company redeemed a certificate of deposit with the 
proceeds being transferred into a money market account.

Concentrations

The Company maintains its cash in bank deposit accounts, which, at 
times, exceed federally insured limits.  As of December 31, 2005, the Company 
had deposits of $772,646 in excess of federally insured limits.  The Company 
has not experienced any losses in such accounts through December 31, 2005.

Income Taxes

The Company accounts for income taxes under the Financial Accounting 
Standards No. 109 "Accounting for Income Taxes" ("Statement 109").  Under 
Statement 109, deferred tax assets and liabilities are recognized for the 
future tax consequences attributable to differences between the financial 
statement carrying amounts of existing assets and liabilities and their 
respective tax bases.  Deferred tax assets and liabilities are measured using 
enacted tax rates expected to apply to taxable income in the years in which 
those temporary differences are expected to be recovered or settled.  Under 
Statement 109, the effect on deferred tax assets and liabilities of a change 
in tax rates is recognized in income in the period, which includes the 
enactment date. 

F-9

ORTHODONTIX, INC.
Notes to Financial Statements
December 31, 2005
------------------------------------------

Earnings Per Share

In accordance with Statement of Financial Accounting Standards No. 
128, "Earnings per Share", basic earnings per share is computed by dividing 
the net income (loss) less preferred dividends for the period by the weighted 
average number of shares outstanding.  Diluted earnings per share is computed 
by dividing net income (loss) less preferred dividends by the weighted 
average number of shares outstanding including the effect of share 
equivalents.  At December 31, 2005 and 2004, there were no common share 
equivalents, which could potentially dilute future earnings per share.

Stock Options

The Company accounts for options granted to employees using the 
intrinsic value method.  The Company has chosen not to apply the fair value 
accounting rules in the statements of operations for employee stock-based 
compensation but such treatment is required for non-employee stock-based 
compensation.  The Company has chosen the alternative to disclose pro forma 
net loss and loss per share as if the fair value accounting rules were used 
for options granted to employees.

The Company had no stock options outstanding during the years ended 
December 31, 2005 and 2004.  Therefore, there was no impact of fair value 
accounting rules on the Company's net loss and net loss per share--basic and 
diluted for the years ended December 31, 2005 and 2004.

Fair Value of Financial Instruments

Statement of Financial Accounting Standards No. 107, "Disclosures 
about Fair Value of Financial Instruments," requires disclosures of 
information about the fair value of certain financial instruments for which 
it is practicable to estimate the value.  For purpose of this disclosure, the 
fair value of a financial instrument is the amount at which the instrument 
could be exchanged in a current transaction between willing parties, other 
than in a forced sale or liquidation

The carrying amounts of the Company's short-term financial instruments, 
including prepaids and accrued liabilities approximate fair value due to the 
relatively short period to maturity for these instruments.

New Accounting Pronouncements

In December 2004, the FASB issued SFAS 153 "Exchanges of Non-monetary 
Assets"--an amendment of APB Opinion No. 29.  This Statement amended APB 
Opinion 29 to eliminate the exception for non-monetary exchanges of similar 
productive assets and replaces it with a general exception for exchanges of 
non-monetary assets that do not have commercial substance.  A non-exchange 
has commercial substance if the future cash flows of the entity are expected 
to change significantly as a result of the exchange.  The adoption of this

F-10

ORTHODONTIX, INC.
Notes to Financial Statements
December 31, 2005
------------------------------------------

standard is not expected to have any material impact on the Company's 
financial position, results of operations or cash flows.

In December 2004, the FASB issued SFAS 123 (revised 2004) "Share-Based 
Payment" ("SFAS No. 123R").  This Statement requires that the cost resulting 
from all share-based transactions be recorded in the financial statements.  
The Statement establishes fair value as the measurement objective in 
accounting for share-based payment arrangements and requires all entities to 
apply a fair-value-based measurement in accounting for share-based payment 
transactions with employees.  The Statement also establishes fair value as 
the measurement objective for transactions in which an entity acquires goods 
or services from non-employees in share-based payment transactions.  The 
Statement replaces SFAS 123 "Accounting for Stock-Based Compensation" and 
supersedes APB Opinion No. 25 "Accounting for Stock Issued to Employees".  
The provisions of this Statement will be effective for the Company beginning 
with its fiscal year ending 2005.  The Company has adopted the provisions of 
SFAS No. 123R effective January 1, 2006.

3.     Income Taxes

There was no income tax expense for the years ended December 31, 2005 
and 2004 due to the Company's net losses.

The Company's tax expense differs from the "expected" tax expense for 
the years ended December 31, 2005 and 2004, (computed by applying the Federal 
Corporate tax rate of 34% to loss before taxes and 5.5% for State Corporate 
taxes, the blended rate used was 37.63%), as follows:

2005              2004

Computed "expected" tax expense
(benefit)--Federal             $  (24,075)         $ (51,430)
Computed "expected" tax expense
(benefit)--State                  (4,122)            (8,804)
Change in valuation allowance         28,197             60,234
-----------        -----------
Total                           $      -             $    -   
===========        ===========

F-11

ORTHODONTIX, INC.
Notes to Financial Statements
December 31, 2005
------------------------------------------

The effects of temporary differences that gave rise to significant 
portions of deferred tax assets at December 31, 2005 are as follows:

Deferred tax assets:

Net operating loss carryforward  (1,088,358)
-----------
Total gross deferred tax assets  $1,088,358
Less valuation allowance         (1,088,358)
-----------
Net deferred tax assets          $      -
===========

The Company has a net operating loss carryforward of approximately 
$2,892,000 available to offset future taxable income expiring 2025.

The valuation allowance at December 31, 2004 was $1,065,251.  The net 
change in valuation allowance during the year ended December 31, 2005 was an 
increase of $23,107.

There was an additional $5,090 not included as part of the valuation 
allowance as it represented the reversal of a current period temporary 
difference.

Usage of the net operating losses may be limited under Internal 
Revenue code section 382 due to any changes in ownership.

4.     Stock Option Plan

The Company adopted a stock option plan (the "Option Plan") that 
provides for granting up to 500,000 shares of common stock by November 2007.  
The Option Plan provides for the issuance of incentive stock options and non-
qualified stock options.  Under the Option Plan, options may be granted at 
not less than the fair market value of the stock on the date of the grant.  
The term of each option generally may not exceed ten years.

There were no options outstanding at December 31, 2005 and 2004.

5.     Stockholders' Equity

On November 30, 2005, the Company sold 2,915,428 shares of common 
stock to an existing shareholder for $494,000.  As a result of the sale, 
majority control of the Company was obtained by a previously unrelated third 
party.  All funds were deposited into an interest bearing certificate of 
deposit.  (See Note 6)

F-12

ORTHODONTIX, INC.
Notes to Financial Statements
December 31, 2005
------------------------------------------

6.     Related Party Transactions

On November 30, 2005, the Company sold 2,915,428 share of common stock 
to an existing shareholder for $494,000.  (See Note 5)

During the years ended December 31, 2005 and 2004, the Company paid 
accounting fees and directors fees to its CFO.  Additionally, salary and 
directors fees were paid to the Company's President and CEO.  The following is 
a summary of these payments.

2005             2004

Accounting Fees--CFO                  $   5,800       $    4,850
Salary--President and CEO                   -             41,667
Directors Fees--President and CEO           400              900
Directors Fees--CFO                         400            1,400

All amounts paid in 2005 and 2004, respectively, were charged to the 
statement of operations.  At December 31, 2005, there are no outstanding 
amounts due.

F-13

EXHIBIT INDEX

Exhibit

Number       Exhibit Description
------       -------------------

2.1*         Agreement and Plan of Merger and Reorganization, dated
October 30, 1997, between Embassy Acquisition Corp.
(now known as Orthodontix, Inc. (the "Company")) and 
Orthodontix, Inc. (now known as Orthodontix Subsidiary,
Inc.).

3.1*         Amended and Restated Articles of Incorporation of the
Company.

3.2*         Bylaws of the Company as amended.

4.1*         Form of certificate representing shares of Common Stock
of the Company.

10.1*         1997 Orthodontix, Inc. Stock Option Plan.

10.2*         Form of Administrative Services Agreement of the Company.

10.3*         Forms of Services Agreement of the Company.

10.4*         Form of Agreement and Plan of Reorganization of the
Company.

10.5*         Forms of Lock-Up Agreement.

14.1**        Code of Ethics

31.1          Certification of Chief Executive Officer pursuant to
Rule 13a-14(a) as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002

31.2          Certification of Chief Financial Officer pursuant to
Rule 13a-14(a) as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002

32            18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, Certification of Chief
Executive Officer and Chief Financial Officer

---------------------------
<FN>
*  Incorporated by reference to the Company's Registration Statement on Form 
S-4 declared effective on March 26, 1998 by the Securities and Exchange 
Commission, SEC File No. 333-48677. 
**Incorporated by reference to the Company's Annual Report on Form 10-KSB for 
the year ended December 31, 2003.
</FN>

14

Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Glenn L. Halpryn, certify that:

1.  I have reviewed this report on Form 10-KSB 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 
registrant as of, and for, the periods presented in this report;
4.  The registrant's other certifying officers 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)) for the registrant and have:
a)  designed such disclosure controls and procedures to ensure that 
material information relating to the registrant is made known to us by others 
within those entities, particularly during the period in which this annual 
report is being prepared;
b)  evaluated the effectiveness of the registrant'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 our evaluation;
5.  The registrant's other certifying officers and I have disclosed, 
based on our most recent evaluation, to the registrant's auditors and the 
audit committee of registrant's board of directors (or persons performing the 
equivalent functions):
a)  all significant deficiencies in the design or operation of internal 
controls which could adversely affect the registrant's ability to record, 
process, summarize and report financial data and have identified for the 
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other 
employees who have a significant role in the registrant's internal controls.

Dated:  March 29, 2006           By:   /s/ Glenn L. Halpryn
---------------------------------------
Glenn L. Halpryn
Chief Executive Officer

15

Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Alan Jay Weisberg, certify that:

1.  I have reviewed this report on Form 10-KSB 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 
registrant as of, and for, the periods presented in this report;
4.  The registrant's other certifying officers 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)) for the registrant and have:
a)  designed such disclosure controls and procedures to ensure that 
material information relating to the registrant is made known to us by others 
within those entities, particularly during the period in which this annual 
report is being prepared;
b)  evaluated the effectiveness of the registrant'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 our evaluation;
5.  The registrant's other certifying officers and I have disclosed, 
based on our most recent evaluation, to the registrant's auditors and the 
audit committee of registrant's board of directors (or persons performing the 
equivalent functions):
a) all significant deficiencies in the design or operation of internal 
controls which could adversely affect the registrant's ability to record, 
process, summarize and report financial data and have identified for the 
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other 
employees who have a significant role in the registrant's internal controls.

Dated:  March 29, 2006           By:   /s/ Alan Jay Weisberg
---------------------------------------
Alan Jay Weisberg
Acting Chief Financial Officer

16

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 Annual Report on Form 10-KSB of Orthodontix, Inc. 
for the period ended December 31, 2005 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:  March 29, 2006         By:   /s/ Glenn L. Halpryn
---------------------------------------
Glenn L. Halpryn
Chief Executive Officer

Dated:  March 29, 2006         By:   /s/ Alan Jay Weisberg
---------------------------------------
Alan Jay Weisberg
Acting Chief Financial Officer

17