8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported) - May 6, 1997

                            Embassy Acquisition Corp.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Florida                     0-27836                    65-0643773
   (State or other juris-        (Commission File             (IRS Employer
diction of incorporation)             Number)               Identification No.)

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

       Registrant's telephone number, including area code: (305) 374-6700
                                                           --------------


                                      NONE
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)



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ITEM 1.           CHANGES IN CONTROL OF REGISTRANT

                  Not Applicable


ITEM 2.           ACQUISITION OR DISPOSITION OF ASSETS

                  Not Applicable


ITEM 3.           BANKRUPTCY OR RECEIVERSHIP

                  Not Applicable


ITEM 4.           CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

                  Not Applicable


ITEM 5.           OTHER EVENTS

                  On May 6, 1997, Embassy Acquisition Corp. (the "Company")
                  entered into a letter of intent with Orthodontix, Inc., a
                  Florida corporation ("Orthodontix"), regarding a business
                  combination of the Company or its wholly-owned subsidiary and
                  Orthodontix (the "Transaction").

                  The intended principal business activity of Orthodontix is
                  providing practice management services to orthodontic
                  practices. Orthodontix has conducted no operations to date
                  other than in connection with its agreements in principle to
                  acquire certain assets, assume certain liabilities, and
                  provide long-term management services to certain orthodontic
                  practices (the "Practices") in exchange for cash and shares of
                  common stock of Orthodontix (the "Practice Acquisitions"). The
                  Company was formed in November 1995 to effect a business
                  combination with a business entity.

                  Under the terms of the letter of intent, upon the closing of
                  the Transaction, each share, or right to receive a share, of
                  common stock of Orthodontix (after giving effect to the
                  closing of the Practice Acquisitions) would be converted into
                  the right to receive one share, or right to receive a share,
                  of common stock of the Company. Orthodontix has advised the
                  Company that, at the closing of the Transaction, (i) the
                  Practices will, in the aggregate, have generated gross revenue
                  of no less than $20.0 million for the year ended December 31,
                  1996; and (ii) in connection with the Practice Acquisitions,
                  Orthodontix shall deliver aggregate consideration of no more
                  than $1.20 of value (consisting of up to 10% cash
                  consideration and the remainder consideration in stock, which
                  stock will be valued at the average of the closing bid and ask
                  price of the Common Stock of the Company for the 15 trading
                  days immediately preceding the closing of the Practice
                  Acquisitions) for each $1.00 of gross revenue generated by
                  each of the Practices for the year ended December 31, 1996.
                  Based upon the price per share of the common stock of the
                  Company as of May 6, 1997, at the closing of the Practice
                  Acquisitions (assuming the Practice Acquisitions represent
                  orthodontic practices totaling $20 million of revenue) and the
                  Transaction, the Company would be obligated to issue
                  approximately 2.8 million shares of Common Stock and expend up
                  to approximately $2.5 million in consideration for the
                  Transaction. The Company currently has outstanding 2,540,000
                  shares of Common Stock and warrants entitling the holder to
                  purchase an additional 120,000 shares of Common Stock. The
                  Transaction is contemplated to be tax-free to the Company and
                  its shareholders. Upon effectiveness of the Transaction, the
                  Company would change its name to "Orthodontix, Inc.," Stephen
                  J. Dresnick, M.D., President and Chief Executive Officer of
                  Sterling Healthcare Group, Inc. and Vice Chairman of the Board
                  of FPA Medical Management, Inc., would become Chairman of the
                  Board of Directors of the surviving entity of the Transaction,
                  three of the members of that Board of Directors would be
                  appointed by Orthodontix and two of the members of that Board
                  of Directors would be appointed by the Company.



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                  The closing of the Transaction is subject to, among other
                  conditions, the execution of a definitive agreement by 5:00
                  p.m., EST on August 30, 1997 (unless that date is extended by
                  mutual agreement of the parties), approval of the Transaction
                  by the shareholders of the Company, Orthodontix, and each of
                  the Practices, certain regulatory and third party approvals
                  and consents, and the closing, simultaneously with the closing
                  of the Transaction, of the Practice Acquisitions. There can be
                  no assurance that the proposed Transaction will be consummated
                  on these or any other terms.

ITEM 6.           RESIGNATIONS OF REGISTRANT'S DIRECTORS

                  Not Applicable


ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

                  (a)      Financial statements of businesses acquired

                           None

                  (b)      Pro forma financial information

                           None

                  (c)      Exhibits



                           99.1   Press release dated May 6, 1997


ITEM 8.           CHANGE IN FISCAL YEAR

                  Not Applicable


ITEM 9.           SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S

                  Not Applicable




                      [THIS SPACE INTENTIONALLY LEFT BLANK]




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                                   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.



                                          EMBASSY ACQUISITION CORP.
                                          (Registrant)



Dated: May 6, 1997                        By: /s/  Glenn L. Halpryn
                                              ---------------------------
                                              Glenn L. Halpryn, President

EX-99.1

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                            EMBASSY ACQUISITION CORP.
                                       AND
                                ORTHODONTIX, INC.
                           ENTER INTO LETTER OF INTENT
                            FOR BUSINESS COMBINATION



Miami, Florida and Coral Gables, Florida (May 6, 1997)...... Embassy Acquisition
Corp. ("Embassy") (OTC: MBCA) and Orthodontix, Inc. ("Orthodontix") together
announce they have entered into a letter of intent regarding a business
combination of Orthodontix and Embassy (the "Transaction"). Orthodontix was
founded in September 1996 by Stephen Grussmark, DDS and F.W. Mort Guilford to
provide practice management services to orthodontic practices. Embassy is a
publicly held corporation formed in November 1995 to effect a business
combination with a business entity.

Orthodontix has reached agreements in principle to acquire certain assets and
assume certain liabilities and provide long term management services to
orthodontic practices in exchange for cash and shares of common stock (the
"Practice Acquisitions"). Orthodontix has conducted no operations to date other
than in connection with the Practice Acquisitions. Concurrently with and as a
condition to, the closing of the Transaction, Orthodontix shall consummate the
Practice Acquisitions.

Under the terms of the proposed Transaction, at the closing of the Transaction,
Orthodontix will become a wholly owned subsidiary of Embassy and (i) each share
of Orthodontix capital stock outstanding (after giving effect to the closing of
the Practice Acquisitions") shall be converted into one share of Common Stock of
Embassy; and (ii) each option to purchase shares of Orthodontix Common Stock
outstanding shall be converted into an option to purchase an identical number of
shares of Embassy at an identical price per share and on identical terms. Based
on the current price per share of Embassy Common Stock ($9.25 per share), at the
closing of the Practice Acquisitions (assuming the Practice Acquisitions
represent orthodontic practices totaling $20 million of revenue) and the
Transaction, Embassy would be obligated to issue approximately 2.8 million
shares of Common Stock and expend up to approximately $2.5 million in
consideration for the Transaction. Embassy currently has outstanding 2,540,000
shares of Common Stock and warrants entitling the holder to purchase an
additional 120,000 shares of Common Stock.

Embassy Board member, Stephen J. Dresnick, M.D., has agreed to become Chairman
of the Board of Directors of the combined companies. Dr. Dresnick will continue
to serve as President and CEO of Sterling Healthcare Group, Inc., a position he
has held since he founded Sterling in 1987 and will continue as the Vice
Chairman of the Board of FPA Medical Management, Inc. a national physician
practice management company.

The closing of the Transaction is subject to, among other things, the
consummation by Orthodontix of Practice Acquisitions consisting of orthodontic
practices that had generated no less than $20 million in gross revenue for the
year ended December 31, 1996, the execution of a definitive agreement, the
approval of the Transaction by the Board of Directors and shareholders of
Embassy and Orthodontix and the registration with the Securities and Exchange
Commission of among other securities, the shares of Embassy Common Stock to be
issued in the Transaction. The letter of intent may be terminated by either
party if a definitive agreement has not been executed by August 30, 1997.

For further information, please contact Glenn L. Halpryn, President of Embassy
Acquisition Corp. at (305) 374-6700 and F.W. Mort Guilford, President of
Orthodontix at (305) 446-8661.