<PAGE>   1
             Form 10QSB for REGISTRY MAGIC INC filed on Jul 13 1998
                    U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-QSB

(Mark One)

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

      For the quarterly period ended April 30, 1999

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

      For the transition period from ______________ to ______________

                        Commission File Number: 0-24283


                          REGISTRY MAGIC INCORPORATED
-------------------------------------------------------------------------------
        (Exact name of Small Business Issuer as specified in its Charter)


               FLORIDA                                 65-0623427
-------------------------------------      ------------------------------------
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)


         One South Ocean Boulevard, Suite 206, Boca Raton, Florida 33432
-------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (561) 367-0408
                         -------------------------------
                           (Issuer's telephone number)

-------------------------------------------------------------------------------
              (Former Name, former address and former fiscal year,
                         if changed since last Report.)

      Check mark whether the Issuer (1) has filed all reports required to
befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
thepast 12 months (or for such shorter period that the registrant was required
tofile such reports), and (2) has been subject to such filing requirements
forthe past 90 days. Yes [X] No [ ]

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

      Check whether the registrant filed all documents and reports requiredto be
filed by Section 12, 13 or 15(d) of the Exchange Act after thedistribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]

                     APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares outstanding of each of the issuer's classesof
common equity, as of the latest practicable date: 5,873,000 shares of
CommonStock as of June 2, 1999

                                       1

<PAGE>   2

                           REGISTRY MAGIC INCORPORATED

                                      INDEX

PART 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Balance Sheets - April 30, 1999 (unaudited) and
         July 31, 1998

         Condensed Statements of Operations (unaudited) for the Three and Nine
         Months Ended April 30, 1999 and 1998

         Condensed Statements of Cash Flows (unaudited) for the Nine Months
         Ended April 30, 1999 and 1998

         Notes to Condensed Financial Statements

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

PART II. OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

Item 6.  Exhibits and Reports on Form 8-K



                                       2
<PAGE>   3



                           REGISTRY MAGIC INCORPORATED
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                              April 30, 1999    July 31, 1998
                                                                              --------------    -------------
                                                                               (unaudited)
<S>                                                                           <C>                <C>
                                     ASSETS

Current assets:
Cash and cash equivalents ..............................................      $  6,255,330       $ 10,252,511
Accounts receivable, net ...............................................           605,759            124,060
Inventories, net .......................................................           305,076            238,494
Other current assets ...................................................            38,110             43,621
                                                                              ------------       ------------
              Total current assets .....................................      $  7,204,275         10,658,686

Property and equipment, net ............................................           478,015            337,209
Deferred patent costs ..................................................            47,352             36,073
Other assets ...........................................................            12,630             21,092
                                                                              ------------       ------------
                                                                              $  7,742,272       $ 11,053,060
                                                                              ============       ============


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued liabilities .............................      $    512,800       $    708,896
  Notes payable - related party ........................................            50,000             50,000
                                                                              ------------       ------------
               Total current liabilities ...............................           562,800            758,896
                                                                              ------------       ------------
  Commitments and Contingencies

Shareholders' equity:
 Preferred stock, $.01 par value; 5,000,000
 shares authorized; no shares outstanding
 Common stock, $.001 par value; 30,000,000 shares authorized;
 5,873,000 and 5,813,000 shares issued and outstanding respectively ....             5,873              5,813
Additional paid-in capital .............................................        14,013,821         14,013,881
Accumulated deficit ....................................................        (6,840,222)        (3,725,530)
                                                                              ------------       ------------
               Total shareholders' equity ..............................         7,179,472         10,294,164
                                                                              ------------       ------------
                                                                              $  7,742,272       $ 11,053,060
                                                                              ============       ============

</TABLE>

            See accompanying notes to condensed financial statements.



                                       3
<PAGE>   4





                          Registry Magic Incorporated
                       Condensed Statements of Operations
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                  For the Three Months Ended            For the Nine Months Ended
                                                            April 30,                            April 30,
                                                 -----------------------------       -----------------------------
                                                     1999              1998              1999              1998
                                                 -----------       -----------       -----------       -----------
<S>                                              <C>               <C>               <C>               <C>


Revenues:
  Consulting fees .........................      $        --       $    30,000       $        --       $   368,384
  Product sales ...........................          624,982           487,605         1,694,409           487,605
                                                 -----------       -----------       -----------       -----------
                        Total revenues ....          624,982           517,605         1,694,409           855,989
Costs and expenses:
  Cost of goods sold ......................          302,746            28,266           628,838            28,266
  General and administrative ..............          894,477           378,120         2,668,366           909,868
  Research and development ................          398,614           315,744         1,162,043           757,274
  Royalty expense .........................               --           200,000           500,000           200,000
  Depreciation and amortization ...........           52,369            26,984           141,757            70,773

Interest (income) expense, net ............          (74,485)            3,022          (291,903)             (422)
                                                 -----------       -----------       -----------       -----------
Total costs and expenses ..................        1,573,721           952,136         4,809,101         1,965,759
                                                 -----------       -----------       -----------       -----------
Net loss ..................................      $  (948,739)      $  (434,531)      $(3,114,692)      $(1,109,770)
                                                 ===========       ===========       ===========       ===========
Weighted average shares
  outstanding .............................        5,818,393         3,993,000         5,814,758         3,918,735
Net loss per common share (basic
  and diluted) ............................      $      (.16)      $      (.11)      $      (.54)      $      (.28)
                                                 ===========       ===========       ===========       ===========

</TABLE>

            See accompanying notes to condensed financial statements.






                                       4
<PAGE>   5





                           REGISTRY MAGIC INCORPORATED
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    For the
                                                                Nine Months Ended
                                                                   April 30,
                                                        -------------------------------
                                                            1999               1998
                                                        ------------       ------------
<S>                                                     <C>                <C>
Operating Activities:
  Net loss .......................................      $ (3,114,692)      $ (1,109,770)
  Adjustments to reconcile net loss to
    net cash in operating activities:
  Depreciation ...................................           141,757             70,773
  Stock option compensation ......................                --             26,366
  (Increase) in accounts receivable ..............          (481,699)          (289,920)
  (Increase) in inventories ......................           (66,582)          (170,968)
  Decrease in other current assets ...............             5,511              1,957
  Decrease (increase) in other assets ............             8,462            (14,021)
  (Decrease) increase in accounts payable and
    accrued expenses .............................          (196,096)           350,226
  (Decrease) in deferred revenue .................                --           (237,500)
                                                        ------------       ------------
       Net cash used in operating activities .....        (3,703,339)        (1,372,857)
                                                        ------------       ------------
Investing Activities:
  Purchase of equipment ..........................          (282,563)          (139,448)
  Proceeds from sale of equipment ................                --              6,435
  Deferred patent costs ..........................           (11,279)            (7,948)
                                                        ------------       ------------
       Net cash used in investing
         activities ..............................          (293,842)          (140,961)
                                                        ------------       ------------

Financing Activities:
  Payment of deferred offering costs .............                --           (304,829)
  Net proceeds from sale of common stock .........                --            997,159
                                                        ------------       ------------
       Net cash from financing activities ........                --            692,330
                                                        ------------       ------------
       Net decrease in cash ......................        (3,997,181)          (821,488)

Cash beginning of period .........................        10,252,511            928,680
                                                        ------------       ------------
Cash end of period ...............................      $  6,255,330       $    107,192
                                                        ============       ============
Supplemental Disclosures:
Cash paid for interest ...........................      $         76       $     17,945
                                                        ============       ============

</TABLE>


           See accompanying notes to condensed financial statements.



                                       5
<PAGE>   6

                           Registry Magic Incorporated
                    Notes to Condensed Financial Statements
                                   (Unaudited)

1.       BASIS OF PRESENTATION

         The accompanying condensed financial statements have been prepared
in accordance with generally accepted accounting principals for interim
financial information and with instructions to Form 10-QSB. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principals for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. The results of operations
for the three-month and nine-month periods ended April 30, 1999 are not
necessarily indicative of the results to be expected for the year ended July 31,
1999. The condensed interim financial statements should be read in conjunction
with the audited financial statements and notes, contained in the Company's
Annual Report on Form 10-KSB for the year end July 31, 1998.

2.       ACCOUNTS RECEIVABLE

         Accounts receivable consisted of the following:

                                           April 30, 1999


         Trade accounts receivable            $755,759
         Allowance for doubtful accounts      (150,000)
                                              --------
                  Total                       $605,759
                                              ========


3.       INVENTORIES

         Inventories are stated as the lower of cost or market. Cost is
determined using the first-in first-out method.

                                            April 30, 1999

         Computer components                   $335,076
         Allowance for obsolescence             (30,000)
                                               --------
              Total                            $305,076
                                               ========
4.       NET LOSS PER COMMON SHARE

         In February 1997, the Financial Accounting Standards Board issued
SFAS No. 128, "Earnings Per Share," which simplifies the standards for computing
earnings per share ("EPS") previously found in APB No. 15, "Earnings Per Share."
It replaces the presentation of primary EPS with a presentation of basic EPS. It
also requires dual presentation of basic and diluted EPS on the face of the
income statement for all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the diluted EPS computation.
The Company adopted SFAS No. 128 in January 1998 and its implementation did not
have a material effect on the financial statements.



                                       6
<PAGE>   7

         Net loss per common share (basic and diluted) is based on the net
loss divided by the weighted average number of common shares outstanding during
each year.

         On February 1, 1999 the Company granted options to purchase 420,000
shares of the Company's common stock at an exercise price of $3.875 per share to
directors and employees of the Company. The options have been granted at fair
market value.

         The Company's potentially issuable shares of common stock pursuant
to outstanding stock purchase options and warrants (totaling 1,207,876 with
prices, ranging from $0.50 to $7.00) are excluded from the Company's diluted
computation as their effect would be antidilutive to the Company's net loss per
share.

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

      THIS ANNUAL REPORT FORM 10-QSB CONTAINS "FORWARD-LOOKING STATEMENTS"
      WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS
      AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS
      AMENDED. ALL STATEMENTS, OTHER THAN STATEMENTS OF HISTORICAL FACTS,
      INCLUDED IN OR INCORPORATED BY REFERENCE INTO THIS FORM 10-QSB, ARE
      FORWARD-LOOKING STATEMENTS. IN ADDITION, WHEN USED IN THIS DOCUMENT, THE
      WORDS "ANTICIPATE," "ESTIMATE," "PROJECT" AND SIMILAR EXPRESSIONS ARE
      INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING
      STATEMENTS ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS
      INCLUDING THOSE RISKS DESCRIBED IN THE COMPANY'S ANNUAL REPORT ON FORM
      10-KSB AS WELL AS IN THIS REPORT ON FORM 10-QSB SHOULD ONE OR MORE OF
      THESE RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING ASSUMPTIONS
      PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE
      ANTICIPATED, ESTIMATED OR PROJECTED. ALTHOUGH THE COMPANY BELIEVES THAT
      THE EXPECTATIONS WE INCLUDE IN SUCH FORWARD-LOOKING STATEMENTS ARE
      REASONABLE, WE CANNOT ASSURE YOU THAT THESE EXPECTATIONS WILL PROVE TO BE
      CORRECT.

         The following discussion and analysis should be read in conjunction
with the financial statements of the Company and the notes thereto appearing
elsewhere.

OVERVIEW

         Registry Magic(R) Incorporated commercializes speech recognition
technologies through the design, development and marketing of proprietary
intellectual property, products and services. The Company's products and
technology available, or under development, allow a user to speak into a
telephone or to a computer in a natural and conversational manner. In turn,
these products listen, understand and respond by performing employee tasks,
retrieving information or processing transactions.

         The Company's technologies, products and services, among other
attributes, are designed to (i) substantially eliminate the need for telephone
touch-tone menus, (ii) allow for the automation of telephone systems
internationally where touch-tone



                                       7
<PAGE>   8

technology may not be prevalent and, (iii) reduce a company's operational
expenses by performing repetitive employee tasks or improving employee
productivity.

          The Company's business strategy is to focus long-term on three
distinct business areas. These business areas include (i) the marketing of
products that reside at a customers location to produce revenue from the sale
and support of the products, (ii) the marketing of technology to original
equipment manufacturers to produce recurring royalty revenue from license fees
and (iii) the provision of a variety of services, that utilize the Company's
technologies and products, to produce revenue on a transaction or recurring
basis based on usage. These business areas are referred to as (i) product sales,
(ii) technology licensing and (iii) teleservices, respectively.

         In the product sales business area, the Company has recently entered
into national distribution or 'teaming' agreements with Entex Information
Services, Homisco/Voicenet, Inter-Tel, Lucent Technologies, Tadiran
Telecommunications, Teleco as well as a number of regional dealers. Certain of
these distributors and dealers have ordered or installed their 'in-house' units,
have resold units to end user customers, and are working with the Company to
educate and assist their sales organizations to develop plans to promote the
product to their customers.

         In the technology licensing business area, the Company announced that
it is licensing an Application Programming Interface (API) for The Virtual
Operator and is in active discussions with telecommunication original equipment
manufacturers (OEMs) to provide technology to 'speech enable' their next
generation of voicemail systems. In addition to recurring royalty revenue, it is
the objective of the Company to receive attribution for the Company's Virtual
Operator brand within the products of these OEMs.

         In the teleservices business area, the Company launched a service
bureau offering referred to as Virtual Employee(R) Teleservices. To support this
business, the Company has entered into a subcontracting agreement which allows
the service bureau to process over one thousand calls simultaneously. The
Company has begun to provide Virtual Employee(R) teleservices to Office Depot
for catalog ordering and has begun to receive revenue on a transaction basis.
Teleservices represents a minimal amount of the Company's current revenues. The
Company is seeking to increase revenues from Internet based services in the
future.

         While the Company is generating limited sales revenue and limited
recurring royalty revenues, and anticipates continued increased revenues during
its 1999 fiscal year, there can be no assurance that product sales, technology
licensing or teleservices will generate sufficient revenues to enable the
Company to operate profitably during its 1999 fiscal year or thereafter.

         The Company is subject to all of the risks inherent in the
establishment of a new business enterprise in an emerging technology area. To
address these risks, the Company must, among other things, continue to enhance
its technologies and products, increase the number of key customer
installations, enter into successful distribution arrangements, expand into the
international market, respond to competitive developments, and attract, retain
and motivate qualified executive and other personnel. Failure to achieve one or
more of these goals could have material adverse effect upon the Company's
business, operating results and financial condition.






                                       8
<PAGE>   9

RESULTS OF OPERATIONS

         Since its inception in October 1995, the Company's efforts have
been principally devoted to research, development and design of products,
marketing activities and raising capital.

         For the three months ended April 30, 1999, product sales were $624,982
as compared to $487,605 for the three months ended April 30, 1998. For the nine
months ended April 30, 1999 product sales were $1,694,409 as compared to
$487,605 for the nine months ended April 30, 1998.

 The Company intends to continue to focus its efforts on enhancing its Virtual
Operator product and refining two of its telephone-based speech recognition
prototypes, Virtual Dialer(TM) and Virtual Assistant(TM), which it intends to
introduce during calendar year 1999. The Company will continue to implement its
sales and marketing program for further developing distribution network
initially in North America and thereafter in South America and Europe.

         During the initial nine months of the current fiscal year, unit product
sales have consisted of the Company's Virtual Operator product, and sales of its
Virtual Operator product are expected to represent a substantial portion of the
Company's unit product sales for the remainder of the 1999 fiscal year. Sales
will be achieved primarily through the Company's telecommunications
dealer/interconnect network, telecom distributors employing their own
distribution organizations, computer/CTI distributors and their networks of
value added resellers and system integrators, and through NT Server Based
Telecommunications OEM Licensing agreements.

         For the three months ended April 30, 1999, cost of goods sold amounted
to $302,746 on sales of $624,982, representing hardware costs associated with
the Company's Virtual Operator. For the nine months ended April 30, 1999, cost
of goods sold amounted to $628,838 on sales of $1,694,409, representing hardware
costs associated with the Company's Virtual Operator. In the first part of the
fiscal year, the Company reduced product-manufacturing cost of the Virtual
Operator by approximately 60%. As a result of additional new technology and
decreased manufacturing costs, the Company has reduced its published dealer
pricing by approximately 50%.

         General and administrative expense increased by $516,357 to $894,477
from $378,120 for the three months ended April 30, 1998. General and
administrative expense increased by $1,758,498 from $909,868 for the nine months
ended April 30, 1998 to $2,668,366 for the Nine months ended April 30, 1999.
These increases were due to additional employees hired to market and sell the
Virtual Operator, additional office support staff and increased legal and
accountants fees incurred in connection with the Company's expanding activities.
The Company does not anticipate the level of general and administrative expense
will increase substantially above the current level on a quarterly basis for the
remainder of the current fiscal year.

         Research and development expenses for the three months ended April 30,
1999 were $398,614 compared to $315,744 for the three months ended April 30,
1998, an increase of $82,870. Research and development expenses for the nine
months ended April 30, 1999 were $1,162,043 compared to $757,274 for the nine
months ended April 30, 1998, an increase of $404,769. These increases were due
to continued enhancement of the Company's Virtual Operator product, the
development of other product and service prototypes, and expenses related to the
Company's performance of development contracts. Research and development
expenses incurred in the course of establishing technological feasibility of the
Company's software applications have been charged to operations pursuant to
Statement of Financial Accounting Standards



                                       9
<PAGE>   10

"SFAS" No. 86 "Accounting for the Costs of Computer Software to be Sold, Leased,
or Otherwise Marketed."

         Royalty expenses for the three months ended April 30, 1999 were $0 as
compared to $200,000 for the three months ended April 30, 1998. Royalty expenses
for the nine months ended April 30, 1999 were $500,000 as compared to $200,000
for the nine months ended April 30, 1998. These amounts represent non-refundable
payments on royalties to use certain speech recognition engine technologies and
text to speech technologies and for non-recurring engineering fees for certain
software object code and software source code for the development and
distribution of software products that utilize speaker verification and file
encryption technologies. The Company expensed such non-recurring engineering
fees in the absence of any contracts for the sale of its products at the time of
payment.

         Interest income net for the three months ended April 30, 1999
amounted to $74,485 compared to ($3,022) of interest expense net for the three
months ended April 30, 1998. Interest income for the Nine months ended April 30,
1999 amounted to $291,903 compared to interest income of $422 for the Nine
months ended April 30, 1998. The increase in interest income was due to the
completion of the Company's Initial Public Offering and receipt of approximately
$11,300,000 in net proceeds. Such funds are invested in money market accounts
and high grade short-term corporate paper.

LIQUIDITY AND CAPITAL RESOURCES

         As of April 30, 1999, the Company had $6,255,330 in cash and
cash equivalents. The Company does not have any available lines of credit. Since
inception, and until completion of the Company's public offering in June 1998,
the Company financed its operations through loans from the Company's Chairman
and his wife and from private placements of both debt and equity. On June 2,
1998, the Company closed an initial public offering of Common Stock. The Company
offered and sold 1,600,000 shares of Common Stock at an offering price of $7.25
per share, raising proceeds, net of offering costs, of approximately $9,900,000.
On June 26, 1998 the Company closed on the underwriting over-allotment. The
Company sold an additional 220,000 shares of Common Stock at an offering price
of $7.25 per share, raising proceeds, net of offering costs of approximately
$1,400,000.

         Net cash used in operating activities increased by $2,330,482 to
$3,703,339 for the nine months ended April 30, 1999 from $1,372,857 for the nine
months ended April 30, 1998. Net cash used in operating activities primarily
related to the Company's continued expansion of its research and development and
sales and marketing efforts.

         Net cash used in investing activities during the nine months ended
April 30, 1999 and 1998 was $293,842 and $140,961 respectively. The expenditures
primarily related to purchases of computer equipment and patent costs.

         Net cash from financing activities during the nine months ended April
30, 1998 amounted to $692,330 and $0 for the nine months ended April 30, 1999.




                                       10
<PAGE>   11

IMPACT OF THE YEAR 2000 ON COMPANY PRODUCTS

         Computers, software and other equipment utilizing microprocessors that
use only two digits to identify a year in a date field may be unable to process
accurately certain date-based information at or after the year 2000. The Company
recognizes the need to insure that its operations will not be adversely affected
by Year 2000 software failures. Software failures due to processing errors
potentially arising from calculations using the year 2000 date are a recognized
risk, and the Company is addressing this issue on several different fronts. The
Company is in contact with its suppliers to assess their compliance. There can
be no assurance that there will not be a material adverse effect on the Company
if third parties do not convert their systems in a timely manner and in a way
that is compatible with the Company's systems. The Company believes that its
actions with suppliers will minimize these risks.

         Finally, the Company has established an internal workforce to
coordinate solutions for the Year 2000 issue with a goal of having all its
products Year 2000 compliant by the end of 1999. After evaluation of the
responses from suppliers, which the Company anticipates to complete in the
fourth quarter of fiscal 1999, the Company will prepare a contingency plan to
mitigate such Year 2000 issues, if necessary.

         Through January 31, 1999, the Company has not incurred material
expenses relating to Year 2000 compliance efforts and believes that the expenses
associated with completing its Year 2000 compliance plans will not have a
material adverse impact on the Company's operations. Internal and external
expenses specifically associated with modifying internal-use software for the
Year 2000 will be expensed as incurred. The Company's current estimates of the
amount of time and expenses necessary to implement and test its computer systems
are based on the facts and circumstances existing at this time. Nevertheless,
achieving Year 2000 compliance is dependent on many factors, some of which are
not completely within the Company's control. Should either the Company's
internal system or the internal systems of one or more significant vendors or
suppliers fail to achieve Year 2000 compliance, the Company's business and its
results of operations could be adversely affected.

YEAR 2000 IMPACT ON INTERNAL BUSINESS OPERATIONS

         The Company uses a significant number of computer software programs and
operating systems in its internal operations, including applications used in
financial business systems and various administration functions. To the extent
that these software applications contain source code that is unable to
appropriately interpret the upcoming calendar year "2000", some level of
modification or even replacement of such source code or applications will be
necessary. The Company is in the process of identifying the software
applications that are not "Year 2000" compliant. Given the information known at
this time about the Company's systems, coupled with the Company's ongoing
efforts to upgrade or replace business critical systems as necessary, it is
currently not anticipated that these "Year 2000" costs will have a material
adverse impact on the Company's business, financial condition and results of
operations. However, the Company is still analyzing its software applications
and, to the extent they are not fully "Year 2000" compliant, there can be no
assurance that the costs necessary to update software or potential systems
interruptions would not have a material adverse effect on the Company's
business, financial condition and results of operations.



                                       11
<PAGE>   12

PART II. OTHER INFORMATION

ITEM 2.  Changes in Securities and Use of Proceeds

         On May 28, 1998, the Company closed an initial public offering of
Common Stock. The Company offered and sold 1,600,000 shares of Common Stock at
an offering price of $7.25 per share, raising proceeds, net of offering costs,
of approximately $9,900,000. On June 26, 1998 the Company closed on the
underwriting over-allotment. The Company sold an additional 220,000 shares of
Common Stock at an offering price of $7.25 per share, raising proceeds, net of
offering costs of approximately $1,400,000. Supplementing the Company's previous
disclosures, through the quarter ended April 30, 1999, the Company had used a
portion of the proceeds received from its public offering completed in the final
quarter of its 1998 fiscal year for The following purposes: approximately
$1,662,000 for research and development, technical personnel and royalties on
certain technologies (ii) approximately $2,668,000 for the expansion of the
Company's marketing program and the addition of executive and other sales
personnel (iii) approximately $283,000 for the purchase of property and
equipment.

     On April 23, 1999 a transferee of the Company's prior placement agent
exercised warrants to purchase 100,000 shares of common stock at $5.00 per
share. Such warrants were exercised as part of a cashless exercise and as such
they received 60,000 shares of the Company's common stock.

ITEM 5.  Other Information

         On June 7, 1999, Mr. Neal Bernstein, the Company's Vice President in
charge of Business Development and Marketing resigned.

ITEM 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits required by item 601 of Regulation S-B

             The following exhibits are filed as part of this report:

             27.1  Financial Data Schedule

         (b) Reports on Form 8-K

             None.




                                       12
<PAGE>   13


                                 SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,the
Company has duly caused this report to be signed on its behalf by theundersigned
thereunto duly authorized.

                                           REGISTRY MAGIC INCORPORATED



                                           By: /s/ Walt Nawrocki
                                              ---------------------------------
                                              Walt Nawrocki, President
                                              and Chief Executive Officer



                                           By: /s/ Martin Scott
                                              ---------------------------------
                                              Martin Scott, Secretary,
                                              Treasurer and Principal Financial
                                              and Accounting Officer



DATED: June 10, 1999



                                       13