SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
February 4, 2007

Orthodontix, Inc.

(Exact name of registrant as specified in its charter)

Florida		000-27836		65-0643773
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2 Snunit Street
Science Park
POB 455
Carmiel, Israel 21000

(Address of principal executive offices) (Zip Code)

1428 Brickell Avenue, Suite 105, Miami, Florida 33131

(Former Name or Former Address, if Changed Since Last Report)

Registrant’s telephone number, including area code: +972-4-988-9488

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 4.01. Changes in Registrant’s Certifying Accountant

     On February 4, 2007, the Audit Committee of the Board of Directors of Orthodontix, Inc. (the “Company”) approved the decision to engage Kesselman & Kesselman, C.P.A., a member of PricewaterhouseCoopers International Ltd. (“Kesselman & Kesselman”), as the Company’s independent registered public accounting firm and the dismissal of Sherb and Company, LLP (“Sherb”).

     The reports of Sherb for the fiscal year ended December 31, 2005 did not contain any adverse opinion or disclaimer of opinion and were not modified or qualified as to uncertainty, audit scope, or accounting principles.

     From September 29, 2005 through the end of the fiscal year ended December 31, 2006, there were no disagreements with Sherb 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 Sherb, would have caused Sherb to make reference to the subject matter of the disagreements in connection with its report and there were no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

     The Company has provided Sherb a copy of the above disclosures and has requested that Sherb furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not Sherb agrees with the above statements. Pursuant to our request, Sherb has provided the letter attached hereto as Exhibit 16.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

16.1 Letter from Sherb and Company, LLP dated February 16, 2007.

SIGNATURES

     Pursuant to 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 hereunto duly authorized.