<PAGE>   1

                     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, 2001
                                         --------------------------------

[ ]      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)

         6401 Congress Avenue Suite 250, Boca Raton, Florida  33487
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (561) 994-3223
                         -------------------------------
                           (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 be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [ ]

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

         Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution 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 classes
of common equity, as of the latest practicable date: 7,182,068 shares of Common
Stock as of June 15, 2001.
<PAGE>   2

                           REGISTRY MAGIC INCORPORATED

                                      INDEX

PART 1.       FINANCIAL INFORMATION

Item 1.       Financial Statements

              Condensed Balance Sheets - April 30, 2001 (unaudited) and
              July 31, 2000

              Condensed Statements of Operations (unaudited) for the Three and
              Nine Months Ended April 30, 2001 and 2000

              Condensed Statements of Shareholders' Equity for
              Nine Months Ended April 30, 2001 (unaudited)

              Condensed Statements of Cash Flows (unaudited) for the Nine Months
              Ended April 30, 2001 and 2000

              Notes to Condensed Financial Statements (unaudited)

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 5.       Other Information

Item 6.       Exhibits and Reports on Form 8-K

<PAGE>   3




                           REGISTRY MAGIC INCORPORATED
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                  April 30,          July 31,
                                                                                     2001              2000
                                                                                 ------------      ------------
                                                                                 (unaudited)
                                             ASSETS
<S>                                                                              <C>               <C>
Current assets:
   Cash and cash equivalents ...............................................     $    338,256      $  1,876,667
   Accounts receivable, net ................................................               --           206,566
   Inventories .............................................................           94,573           107,950
   Due From Related Parties ................................................        1,971,655           100,000
   Advances to Synergex ....................................................           48,333            36,642
   Merger costs.............................................................           67,853                --
   Other current assets ....................................................           35,113            16,845
                                                                                 ------------      ------------
              Total current assets .........................................        2,555,783         2,344,670

Property and equipment, net ................................................          134,477           182,092

Advances to Synergex .......................................................           82,104           113,358
Other assets ...............................................................           49,368            11,010
                                                                                 ------------      ------------
                                                                                 $  2,821,732      $  2,651,130
                                                                                 ============      ============
                              LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued liabilities ................................     $    260,778      $    250,496
                                                                                 ------------      ------------
Total current liabilities ..................................................          260,778           250,496
                                                                                 ============      ============
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; 7,182,068 and
    5,380,068 shares issued and outstanding, respectively ..................            7,182             5,380
  Additional paid-in capital ...............................................       17,103,478        14,016,102
  Accumulated deficit ......................................................      (14,549,706)      (11,620,848)
                                                                                 ------------      ------------
               Total shareholders' equity ..................................        2,560,954         2,400,634
                                                                                 ------------      ------------
                                                                                 $  2,821,732      $  2,651,130
                                                                                 ============      ============
</TABLE>

      See accompanying notes to condensed financial statements (unaudited)


                                       2
<PAGE>   4


                           REGISTRY MAGIC INCORPORATED
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                            For the Three Months                  For the Nine Months
                                                               Ended April 30,                      Ended April 30,
                                                      -----------------------------          -----------------------------
                                                          2001              2000                2001              2000
                                                        -----------     -----------          -----------       -----------
<S>                                                    <C>               <C>                <C>                <C>
Revenues:
  Product sales .................................      $    33,426       $   166,561        $  150,978         $  950,561
                                                       -----------       -----------        ----------         ----------
    Total revenues ..............................           33,426           166,561           150,978            950,561

Costs and expenses:
  Cost of goods sold ............................           10,200            61,225            64,258            611,402
  Management Fees................................               --            30,000               --              30,000
  General and administrative ....................        1,955,744           477,188         2,588,557          1,987,540
  Research and development ......................          129,583            94,487           391,647            543,614
  Depreciation and amortization .................           33,137            51,052            98,301            161,030
  Interest (income), net ........................          (10,002)          (39,597)          (62,927)          (147,789)
                                                       -----------       -----------       -----------        -----------
    Total costs and expenses ....................        2,118,662           674,355         3,079,836          3,185,797
                                                       -----------       -----------       -----------        -----------
    Net loss ....................................      $(2,085,236)      $  (507,794)      $(2,928,858)       $(2,235,236)
                                                       ===========       ===========       ===========        ===========
Weighted average shares outstanding .............        6,570,128         5,358,890         5,891,408          5,542,991
Net loss per common share (basic and diluted) ...      $     (0.32)      $     (0.09)      $     (0.50)       $     (0.40)
                                                       ===========       ===========       ===========        ===========
</TABLE>


            See accompanying notes to condensed financial statements (unaudited)


                                       3
<PAGE>   5



                           Registry Magic Incorporated
                  Condensed Statements of Shareholders' Equity
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                Common Stock             Additional
                                            ---------------------         Paid-In
                                              Shares      Amount          Capital          Deficit           Total
                                            ---------    --------      ------------     -------------      -----------
<S>                                         <C>          <C>           <C>              <C>                <C>
Balance as of August 1, 2000                5,380,068    $  5,380      $ 14,016,102     $ (11,620,848)     $ 2,400,634
(unaudited)

Sale of Common Stock (unaudited)              500,000         500           499,500                --          500,000

Sale of Common Stock, Net of Fees
(unaudited)                                 1,302,000       1,302         1,129,361                --        1,130,663

Warrants Issued for Consulting
Services (unaudited)                               --          --         1,458,515                --        1,458,515

Net loss (unaudited)                               --          --                --        (2,928,858)      (2,928,858)
                                            ---------    --------      ------------     -------------       ----------

Balance at April 30, 2001                   7,182,068    $  7,182      $ 17,103,478     $ (14,549,706)     $ 2,560,954
(unaudited)                                 =========    ========      ============     =============      ===========
</TABLE>




      See accompanying notes to condensed financial statements (unaudited)


                                       4
<PAGE>   6



                           REGISTRY MAGIC INCORPORATED

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                  For the Nine Months Ended
                                                                          April 30,
                                                                 ----------------------------
                                                                    2001             2000
                                                                 -----------      -----------
<S>                                                              <C>              <C>
Operating Activities:
    Net loss ...................................                 $(2,928,858)     $(2,235,236)
    Adjustments to reconcile net loss to
      net cash used in operating activities:
    Depreciation and amortization...............                      98,301          161,030
    Issuance of warrants for consulting services                   1,458,515               --
    Decrease in accounts receivable.............                     206,566          146,123
    Decrease in inventories ....................                      13,377           92,490
    (Increase) decrease in other current assets.                     (18,268)           4,151
    (Increase) decrease in other assets ........                     (38,358)          35,256
    Increase (decrease) in accounts
      payable and accrued expenses .............                      10,282         (315,531)
                                                                 -----------      -----------
              Net cash used in operating
                activities .....................                  (1,198,443)      (2,111,717)
                                                                 -----------      -----------
Investing Activities:
    Purchase of equipment ......................                     (50,686)          (3,041)
    Advances to Bristol Retail Solutions........                  (1,871,655)              --
    Merger costs................................                     (67,853)        (112,932)
    Payments from Synergex......................                      19,563               --
                                                                 -----------       ----------
              Net cash (used in) investing
                activities .....................                  (1,970,631)        (115,973)
                                                                 -----------      -----------
Financing Activities:
    Exercise of stock options ..................                          --            2,850
    Repurchase of common stock .................                          --          (60,000)
    Due from related parties....................                          --         (100,000)
    Sale of Common Stock........................                   1,630,663               --
                                                                 -----------      -----------
              Net cash provided by (used in)
                financing activities............                   1,630,663         (157,150)
                                                                 -----------      -----------
              Net decrease in cash .............                  (1,538,411)      (2,384,840)

Cash beginning of period .......................                   1,876,667        4,968,294
                                                                 -----------      -----------
    Cash end of period .........................                 $   338,256      $ 2,583,454
                                                                 ===========      ===========
    Supplemental disclosures:
    Cash paid for interest......................                 $        --      $        --
                                                                 ===========      ===========
    Cash paid for income taxes..................                 $        --      $        --
                                                                 ===========      ===========
    Non cash transactions:

    Issuance of warrants for consulting services                 $ 1,458,515      $        --
                                                                 -----------      -----------

</TABLE>


            See accompanying notes to condensed financial statements (unaudited)


                                       5
<PAGE>   7





                           Registry Magic Incorporated
                     Notes to Condensed Financial Statements
                                   (Unaudited)


1. BASIS OF PRESENTATION

         Registry Magic Incorporated (the "Company"), was incorporated on
October 11, 1995 (Inception). The Company is engaged in the development and
marketing of proprietary applications software incorporating core speech
recognition technology. The Company's products are designed to enable a user to
perform tasks or retrieve information by speaking into a telephone or to a
computer in a natural conversational manner. The Company has developed voice
recognition products that span the spectrum of applications from telephony to
point-of-sale human interface solutions. The Company also is developing secured
voice enabled applications that can be incorporated with emerging technologies
in wireless area networks with particular emphasis on point-of-sale.

         The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles 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 principles 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 and nine month period ended April 30, 2001 are not necessarily
indicative of the results to be expected for the year ended July 31, 2001. 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, 2000.

2. DUE FROM RELATED PARTIES

         Effective October 20, 2000, Bristol entered into a promissory note
whereby Registry advanced $250,000 to Bristol to be used by Bristol for working
capital purposes. In the event the proposed merger between Registry and Bristol
does not close, Bristol will repay Registry the amount outstanding, plus
interest at the rate of 8% per annum from October 19, 2001. The Note is secured
by all of Bristol's inventory and receivables not subject to and second to the
first lien of Coast Business Credit. Between November 2000, and April 30, 2001,
the Company, pursuant to promissory notes, advanced Bristol an additional
$1,660,000, under the same terms as the original advance. Additionally, the
Company has advanced $61,655 to Bristol.

         Bristol's financial statements for the year ended December 31, 2000
were prepared assuming that Bristol will continue as a going concern. The
Auditors' Report on the Bristol financial statements states that" Bristol has
experienced recurring net operating losses and has a tangible net worth and
capital deficiency. Further the Company has been unable to raise adequate
capital to fulfill its bank loan agreement and its obligations to trade
creditors. These conditions raise substantial doubt about the Company's ability
to continue as a going concern" If the merger is successful the intercompany
balances will be eliminated in the consolidation of the two companies. In the
event the merger is not consummated, the company believes that it is adequately
collateralized. However there can be no assurances that the entire receivable
will be realized.

3. STOCKHOLDERS' EQUITY


         On November 22,2000, the Company issued 500,000 shares of common stock
for $500,000 to an accredited investor.

         In March 2001 the Company issued 1,302,000 of common stock pursuant to
Regulation S. The Company sold 1,302,000 shares of stock at $1.00

                                       6
<PAGE>   8

per share to accredited investors for net proceeds of $1,131,000. The Company
paid a 10% placement fee, closing fees and issued 130,200 three year warrants
exercisable at $1.00 per share. The issuance of these shares of stock and
warrants will have a dilutive effect on future earnings per share.

         In April 2001 the company issued warrants to purchase an aggregate of
725,000 shares of its common stock exercisable at prices ranging from $1.00 to
$1.50 per share to several consultants for services provided. Accordingly, the
Company has valued the warrants at their fair value and has recorded a charge to
operations in the amount of approximately $1,459,000. This expense is reflected
in general and administrative expenses in the accompanying condensed statements
of operations. An amount of 200,000 warrants previously issuable have been
cancelled.

4. SUBSEQUENT EVENTS

         On June 12, 2001, the Company entered into two convertible Promissory
Notes in the amounts of $150,000. The notes are convertible, at the option of
the holder at any time, at $1.00 per share. These notes bear interest at 10% per
annum, payable in quarterly installments. The principal amount and all unpaid
interest will be due and payable on June 12, 2002. Such notes are convertible
into common stock at a price of $1.00 per share. The Company also granted the
holders 100,000 Warrants exercisable at $1.00 per share. In the event of default
the Company will grant an additional 200,000 Warrants at $1.00 per share to the
holders. The notes are collateralized by shares of the Company owned by the
principal shareholder.

5. LIQUIDITY

         The Company's financial statements have been prepared assuming that the
Company will continue as a going concern. The auditors' report on the Company's
2000 financial statements states that "the Company has suffered recurring losses
from operations, has a cash deficiency from operations and is experiencing
operating losses that raise substantial doubt about its ability to continue as a
going concern." The Company continues to explore the possibility of raising
funds through available sources including but not limited to equity and debt
markets. It is uncertain that the Company will be successful at raising funds
through these sources.

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

                  THE COMPANY'S UNAUDITED FINANCIAL STATEMENTS HAVE BEEN
         PREPARED ASSUMING THAT THE COMPANY WILL CONTINUE AS A GOING CONCERN.
         THE AUDITOR'S REPORT ON THE COMPANY'S 2000 FINANCIAL STATEMENTS STATES
         THAT "THE COMPANY HAS SUFFERED RECURRING LOSSES FROM OPERATIONS AND HAS
         A CASH DEFICIENCY FROM OPERATIONS AND IS EXPERIENCING ONGOING
         OPERATIONAL LOSSES THAT RAISE SUBSTANTIAL DOUBT ABOUT ITS ABILITY TO
         CONTINUE AS A GOING CONCERN. THIS QUARTERLY REPORT ON 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.

                                       7
<PAGE>   9

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

OVERVIEW

         Registry was organized to design, develop, commercialize and market
proprietary products and services that exploit recent advances in speech
recognition technologies. The Company also is developing secured voice enabled
applications that can be incorporated with emerging technologies in wireless
area networks with particular emphasis on point-of-sale equipment. The products
currently offered or under development by Registry have the objective of
enabling a user to speak into a telephone or to a computer in a natural
conversational manner and, in turn, have the product listen, understand and
respond by performing tasks or retrieving information in a secured environment.

         Registry's initial product was the Virtual Operator(TM) a speech driven
auto-attendant and call routing turnkey product. The Virtual Operator product is
generating only limited sales and the Company has been unable to successfully
create a substantial market for it. This has resulted in significant losses for
Registry Magic over the past three years.

         Beginning in August 2000, the Company has begun to reposition itself in
the Mobile Commerce (mCommerce) industry by leveraging its existing speech
application technologies, incorporating emerging wireless technologies (i.e.
Bluetooth), and shifting its business model to one focused on developing
recurring revenue. Under this new direction, the Company has broadened its
technology base to capitalize on the expanding mobile Internet and eCommerce
marketplaces. Registry is also seeking to establish distribution capacity for
its technologies through a combination with a major distributor of point-of-sale
equipment. In November 2000, the Company announced the execution of a merger
agreement with Bristol Retail Solutions. Pursuant to the merger agreement the
Company will issue .65 of a share of its common stock for each outstanding share
of Bristol common stock.

         The Company is subject to all of the risks inherent in the
establishment of a new business enterprise. To address these risks, the Company
must, among other things, 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 personnel. Failure to achieve one or more of these goals could have a
material adverse effect upon the Company's business, operating results and
financial condition.

RESULTS OF OPERATIONS

         For the three months ended April 30, 2001, product sales were $33,426
compared to $166,561 for the three months ended April 30, 2000, a decrease of
$133,135. For the Nine months ended April 30, 2001, product sales were $150,978
compared to $950,561 for the nine months ended April 30, 2000, a decrease of
$799,583. Sales have decreased as the Company has reduced its sales staff and
shifted its focus from its Virtual Operator product to mCommerce products.

         For the three months ended April 30, 2001 cost of sales amounted to
$10,200 or 31% of sales as compared to $61,225 or 37% of sales for the three
months ended April 30, 2000, representing hardware costs associated with the
Company's Virtual Operator. For the nine months ended April 30, 2001 cost of
sales amounted to $64,258 or 43% as compared to $611,402 or 64% of sales for the
nine months ended April 30, 2000, representing hardware costs associated with
the Company's Virtual Operator. In 2001 systems with lower hardware costs were
sold.

         General and administrative expense increased by $1,478,556 to
$1,955,744 for the three months ended April 30, 2001 from $477,188 for the three
months ended April 30, 2000. General and administrative expense increased by
$601,017 to $2,588,557 for the nine months ended April 30, 2001 from $1,987,540
for the

                                       8
<PAGE>   10

nine months ended April 30, 2000. The Company issued 725,000 warrants to
financial consultants for consulting services during 2001. In connection with
these services the company recorded $1,459,000 as consulting fees, based on the
fair value of the warrants issued. This increase was offset by the reduction of
administrative and sales staff. The decrease in staff was due to the termination
of all staff not directly focused on strategic projects.

         Research and development expenses for the three months ended April 30,
2001 were $129,583 compared to $94,487 for the three months ended April 30,
2000, an increase of $35,096. Research and development expenses for the nine
months ended April 30, 2001 were $391,647 compared to $543,614 for the nine
months ended April 30, 2000, a decrease of $151,967. This was due to the Company
reducing its development staff. 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 SFAS No. 86 Accounting for the Costs of Computer Software
to be Sold, Leased, or Otherwise Marketed.

         Depreciation expense decreased $17,915 for the three months ended April
30, 2001 to $33,137 from $51,052 for the three months ended April 30, 2000.
Depreciation expense decreased $62,729 for the nine months ended April 30, 2001
to $98,301 from $161,030 for the nine months ended April 30, 2000.The company
retired significant assets in the prior year.

         Interest income net for the three months ended April 30, 2001 amounted
to $10,002 compared to $39,597 of interest income net for the three months ended
April 30, 2000, a decrease of $29,595. Interest income net for the nine months
ended April 30, 2001 amounted to $62,927 compared to $147,789 of interest income
net for the nine months ended April 30, 2000 a decrease of $84,862. The decrease
in interest income was due to the Company's reduction in cash balances.

         LIQUIDITY AND CAPITAL RESOURCES

         As of April 30, 2001 the Company had approximately $338,256 in cash and
cash equivalents. The Company does not have any available lines of credit.

         Net cash used in operating activities decreased by $913,274 to
$1,198,443 for the nine months ended April 30, 2001 as compared with $2,111,717
during the nine months ended April 30, 2000. Net cash used in operating
activities was primarily related to the Company's continued research and
development and its sales and marketing efforts.

         Net cash used in investing activities during the nine months ended
April 30, 2001 and 2000 was $1,970,631 and $115,973, respectively, an increase
of $1,854,658. The increase is mainly due to $1,871,655 advanced to Bristol
Retail Solutions.

         Net cash provided by (used by) financing activities during the nine
months ended April 30, 2001 and 2000 amounted to $1,630,663 and ($157,150)
respectively. In October 1999, the Company repurchased 600,000 shares of common
stock from two former employees, the Company also received $2,850 from the
exercise of stock options. In December 2000 the Company sold 500,000 shares of
common stock to an unrelated third party for $500,000 at $1.00 per share.

         In March 2001 the Company completed a private placement of common stock
pursuant to Regulation S. The Company sold 1,302,000 shares of stock at $1.00
per share to accredited investors. The Company paid a 10% placement fee and
issued 130,200 three year warrants exercisable at $1.00 per share. The proceeds
of the offering are to be used for acquisition expenses, advances to Bristol
Retail Solutions and general working capital. Due to the upcoming merger, the
Company may incur increased overhead as a result of additional employees being
hired.

         The Company's financial statements have been prepared assuming that the
Company will continue as a going concern. The auditors' report on the Company's

                                       9
<PAGE>   11

2000 financial statements states that "the Company has suffered recurring losses
from operations, has a cash deficiency from operations and is experiencing
operating losses that raise substantial doubt about its ability to continue as a
going concern." The Company continues to explore the possibility of raising
funds through available sources including but not limited to equity and debt
markets. It is uncertain that the Company will be successful at raising funds
through these sources.

RECENT ACCOUNTING PRONOUNCEMENTS

         In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133
requires companies to recognize ALL derivative contracts as either assets or
liabilities in the balance sheet and to measure them at fair value. If certain
conditions are met a derivative may be specifically designated as a hedge, the
objective of which is to match the timing of gain or loss recognition on the
hedging derivative with the recognition of (i) the changes in the fair value of
the hedged asset or liability that are attributable to the hedge risk, or (ii)
the earnings effect of the hedged forecasted transaction. For a derivative NOT
designated as a hedging instrument, the gain or loss is recognized in income in
the period of change. As amended the effective date has been changed to all
fiscal quarters of fiscal years beginning after June 15, 2000.

         Historically the Company has not entered into any derivative contracts
in order to hedge existing risks or for speculative purposes. Accordingly, the
Company does not expect adoption of the new standards to affect its financial
statements.

         In March 2000, the Financial Accounting Standards Board (FASB) issued
FASB Interpretation No. 44 (Interpretation 44), ACCOUNTING FOR CERTAIN
TRANSACTIONS INVOLVING STOCK COMPENSATION. Interpretation 44 provides criteria
for the recognition of compensation expense in certain stock-based compensation
arrangements that are accounted for under Accounting Principles Board Opinion
No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES. Interpretation 44 is effective
July 1, 2000, with certain provisions effective retroactively to December 15,
1998 and January 12, 2000. There was no effect of the retroactive provisions of
Interpretation 44 on Registry's financial statements. Interpretation 44 is not
expected to have a material effect on the Company's financial statements.

         In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB
101"). SAB 101 provides guidance on the recognition, presentation and disclosure
of revenues in financial statements and requires adoption no later than the
fourth fiscal quarter of fiscal years beginning after December 15, 1999.
Registry does not expect the implementation of SAB 101 to have a material impact
on the Company's earnings or financial position.

         In September 2000, the FASB issued SFAS No. 140, ACCOUNTING FOR
TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENT OF LIABILITIES.
SFAS 140 provides accounting and reporting standards for transfers and servicing
of financial assets and extinguishments of liabilities. SFAS 140 replaces SFAS
No. 125 and is effective for transfers and servicing of financial assets and
extinguishments occurring after March 31, 2001. SFAS 140 is effective for
recognition and reclassification of collateral and for disclosures relating to
securitization transactions and collateral for fiscal years ending after
December 15, 2000. The adoption of SFAS 140 did not materially impact the
Company's earnings or financial position.

         In March 2000, the EITF reached a consensus on the application of EITF
Issue No. 96-13, "Accounting for Derivative Financial Instruments Indexed to,
and Potentially Settled in, a Company's Own Stock", with Issue No. 00-7, "Equity
Derivative Transactions that Require Net Cash Settlement if Certain Events
Outside the Control of the Issuer Occur" ("EITF 00-7"). Equity derivative
contracts that contain any provision that could require net cash settlement
(except upon the complete liquidation of the Company) must be marked to fair
value through earnings under EITF 00-7. In September 2000, the EITF reached a
consensus on Issue No.00-19, "Determination of Whether Share Settlement Is
Within the Control of the Issuer for

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<PAGE>   12

Purposes of Applying Issue No. 96-13, "Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock"
("EITF 00-19"). EITF 00-19 addresses questions regarding the application of EITF
00-7 and sets forth a model to be used to determine whether equity derivative
contracts should be recorded as equity. Under the transition provisions of EITF
00-19, all contracts existing prior to the date of the consensus are
grandfathered until June 30, 2001, with a cumulative catch-up adjustment to be
recorded at that time. Additionally, any contracts entered into prior to
September 20, 2000, which are not revised to comply with the requirements of
EITF 00-19 by December 31, 2000, will require reclassification out of permanent
equity and into temporary equity pursuant to Accounting Series Release No. 268.
This reclassification will remain until the contracts are revised to comply with
EITF 00-19 through June 30, 2001. The Company believes that the equity
derivative contracts that may remain outstanding at June 30, 2001, if any, will
be in accordance with the requirements of EITF 00-19 and does not anticipate
that such adoption will have a material impact on the financial statements.

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                           PART II. OTHER INFORMATION


ITEM 2.  Changes in Securities and Use of Proceeds


ITEM 5.  OTHER INFORMATION

         Effective April 16, 2001 Mr. David Kaye resigned as a Director of the
Company.

         On May 10, 2001 the Company filed an amended joint proxy/registration
statement on Form S-4 related to the proposed merger with Bristol Retail
Solutions. Under the terms of the agreement, common shareholders of Bristol
would receive .65 shares of Registry common stock. A shareholder's meeting has
been scheduled for June 19, 2001.

ITEM 6.  Exhibits and Reports on Form 8-K



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<PAGE>   14
                                    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 the
undersigned thereunto duly authorized.

                                        REGISTRY MAGIC INCORPORATED

                                        By: /s/ Lawrence Cohen
                                           -----------------------------------
                                           Lawrence Cohen,
                                           Chief Executive Officer

                                        By: /s/ Charles Scher
                                           -----------------------------------
                                           Charles Scher, Secretary,
                                           Treasurer and Principal Financial
                                           and Accounting Officer

DATED: June 14, 2001






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