SecProbe.io

December 28, 2006

Via Facsimile (305.579.9724) and U.S. Mail
Glenn L. Halpryn
Orthodontix, Inc.
1428 Brickell Avenue, Suite 105
Miami, FL 33131

 RE:     Orthodontix, Inc.
Schedule 14F-1 filed on December 18, 2006
File No. 005-50118

Dear Mr. Halpryn:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why a comment is inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some
of our comments, we may ask you to provide us with supplemental information so we
may better understand your disclosure.  After reviewing this inform ation, we may or may
not raise additional comments.

            Please understand that the pur pose of our review process is to assist you in
your compliance with the applicable disclosu re requirements and to enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

The Merger, page 2
1. Please amend your disclosure to describe the corporate action taken to approve
the Merger, reverse stock split and related transactions.  For example, was a vote
taken or were written consents or aut horizations collected if no meeting was
held?  Please provide us with your analysis of your corporate action taken and the relevant Florida state law and proxy rule s of the Securities Exchange Act of 1934.
Please see Section 14(a) of  the Securities Exchange Act of 1934 and Rules 14a-3
and Rule 14c-2 of Regulation 14A.  In th is regard, tell us why a Schedule 14C
was not filed in connect ion with the Merger?

Corporate Governance and Inde pendent Directors, page 17
2. We note that you have no standing audit,  nominating or compensation committees
of the Board of Directors or committees  performing similar functions.  Please
identify each director who participates in the consideration of director nominees .
See Item 7(d)(2)(i) of Schedule 14A.

3. Please provide the information regarding the registrant’s director nomination
process required by Item 7( d)(2)(ii).  Please note that  the information regarding
the registrant’s director  nomination process require d by Item 7(d)(2)(ii), is
required not only for nominating committees  and committees performing similar
functions, but also for groups of direct ors fulfilling the ro le of a nominating
committee, including the entire board of di rectors.  See Instruction to paragraph
(d)(2)(ii) of Item 7 of  Schedule 14A.

Closing Comment

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require.  Since the Co mpany and its management are in possession
of all facts relating to a company’s disclosure , they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that

• The company is responsible for the adequacy and accuracy of the
disclosure in the filings;
• staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from
taking any action with resp ect to the filing; and
• The company may not assert staff comments as a defense in any proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Please direct any questions to me at ( 202) 551-3636 or, in may absence, to Pam
Carmody, Special Counsel, at (202) 551-3265.  You may also contact me via facsimile at
(202) 772-9203.  Please send all correspondence to us at the following ZIP code:  20549-
3628.

                                                                                    Very truly yours,

                                                                                    Adé K. Heyliger
Attorney-Advisor
Office of Mergers and Acquisitions