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: January 31, 2002

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

For the transition period from ________ to _________

                         Commission File Number: 0-24283

                        VOICEFLASH NETWORKS 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 CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 16,111,883 shares of Common Stock as
of March 7, 2002.

                                        1
<PAGE>



                                      INDEX

                                                                            Page
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheet - January 31, 2002 (unaudited)            3

         Consolidated Statements of Operations (unaudited) for the
         Three Months and Six Months Ended January 31, 2002 and 2001          4

         Consolidated Statements of Cash Flows (unaudited) for the Six
         Months Ended January 31, 2002 and 2001                               5

         Notes to Consolidated Financial Statements (unaudited)               6

Item 2.  Management's Discussion and Analysis and Plan of Operation           9


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                   11

Item 2.  Changes in Securities and Use of Proceeds                           12

Item 5.  Other Information                                                   12

Item 6.  Exhibits and Reports on Form 8-K                                    13



                                       2

<PAGE>

PART I.  FINANCIAL INFORMATION

                    VoiceFlash Networks, Inc.And Subsidiaries
                         (formerly Registry Magic, Inc.)

                           Consolidated Balance Sheet

                                January 31, 2002
                                   (Unaudited)

                                     ASSETS

Current assets:
    Cash .....................................................     $  1,473,898
    Accounts receivable, net of allowance of $362,151 ........          188,159
    Inventory ................................................            1,606
    Note receivable, short-term ..............................           23,835
    Note receivable officer ..................................           86,116
    Other current assets .....................................           48,515
                                                                   ------------
       Total current assets ..................................        1,822,129

Property and equipment, net ..................................          135,692
Goodwill .....................................................        1,020,025
Note receivable, long-term ...................................           72,307
Other assets .................................................          246,859
                                                                   ------------
                                                                   $  3,297,012
                                                                   ============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
    Accounts payable and accrued expenses ....................     $    809,232
    Reserve funds payable ....................................        1,096,375
    Corporate taxes and deferred taxes .......................            7,010
    Convertible notes payable, net of discount ...............          111,577
                                                                   ------------
       Total current liabilities .............................        2,024,194

    Convertible note payable .................................          607,500
    Note payable shareholder .................................          217,500

Commitments and contingencies ................................                -

Series A Redeemable Preferred Sock, $.001 par value 5,000,000
    shares authorized; 500,000 shares issued and outstanding .        1,000,000

Stockholders' deficit:
    Common stock, par value $.001 - 50,000,000 shares
    authorized, 16,111,883 issued and outstanding ............           16,111
    Additional paid in capital ...............................       29,193,912
    Deferred compensation ....................................          (43,152)
    Stock subscription receivable ............................         (164,000)
    Accumulated deficit ......................................      (29,555,053)
                                                                   ------------
       Total stockholders' deficit ...........................         (552,182)
                                                                   ------------
                                                                   $  3,297,012
                                                                   ============

          See notes to accompanying consolidated financial statements.

                                       3
<PAGE>
                   VoiceFlash Networks, Inc. And Subsidiaries
                         (formerly Registry Magic, Inc.)

                      Consolidated Statements of Operations
<TABLE>
<CAPTION>
                                                             Three months Ended January 31,  Six months Ended January 31,
                                                             -----------------------------   ----------------------------
                                                                 2002            2001            2002            2001
                                                             ------------    ------------    ------------    ------------
Revenues:
<S>                                                          <C>             <C>             <C>             <C>
    Product sales ........................................   $  1,189,859    $     55,450    $  1,308,885    $    117,553
                                                             ------------    ------------    ------------    ------------
Costs and expenses:
    Cost of sales ........................................        130,264          44,018         176,518          58,576
    General and administrative expenses ..................        479,625         323,530       1,044,125         638,980
    Research and development .............................         55,742         107,991         119,708         267,380
    Depreciation .........................................         22,675          32,258          47,217          65,164
    Dividend income ......................................         (3,341)              -          (4,918)              -
    Interest expense .....................................         15,225               -          44,009               -
    Interest income ......................................            (44)        (34,831)           (211)        (68,925)
                                                             ------------    ------------    ------------    ------------
                                                                  700,146         472,966       1,426,448         961,175
                                                             ------------    ------------    ------------    ------------

Net Income / (Loss) ......................................        489,713        (417,516)       (117,563)       (843,622)

Preferred stock dividend .................................         30,000               -          60,000               -
                                                             ------------    ------------    ------------    ------------
Net loss applicable to common stockholders ...............   $    459,713    $   (417,516)   $   (177,563)   $   (843,622)
                                                             ============    ============    ============    ============


Net income ( loss) per common share:
    Basic ................................................   $       0.03    $      (0.07)   $      (0.01)   $      (0.15)
                                                             ============    ============    ============    ============
    Diluted ..............................................   $       0.03    $          -    $          -    $          -
                                                             ============    ============    ============    ============

Weighted average number of common shares outstanding-basic     13,998,978       5,711,590      13,903,109       5,545,829
Potential dilutive common shares .........................      1,836,236               -               -               -
                                                             ------------    ------------    ------------    ------------

Weighted average number of common and common equivalent
shares outstanding assuming dilution- diluted ............     15,835,214       5,711,590      13,903,109       5,545,829
                                                             ============    ============    ============    ============
</TABLE>
          See notes to accompanying consolidated financial statements.

                                       4
<PAGE>
                   VoiceFlash Networks, Inc. And Subsidiaries
                         (Formerly Registry Magic, Inc.)

                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                 For the six Months
                                                                 Ended January 31,
                                                             --------------------------
                                                                2002           2001
                                                             -----------    -----------
OPERATING ACTIVITIES:
<S>                                                          <C>            <C>
     Net loss ............................................   $  (177,563)   $  (843,622)
     Adjustments to  reconcile net loss to net
       cash used in operating activities:
          Depreciation ...................................        47,217         65,164
          Amortization of deferred compensation ..........        20,000              -
          Stock issued to consultant .....................        27,500              -
          Amortization of debt discount ..................        19,577              -
     Changes in operating assets
       Accounts receivable ...............................      (175,219)       201,861
       Inventory .........................................             -         13,883
       Other current assets ..............................       (38,330)       (34,132)
       Other assets ......................................             -        (23,334)
       Note receivable officer ...........................        10,682              -
       Accounts payable and accrued expenses .............      (170,016)        30,647
       Reserve funds payable .............................      (687,392)             -
                                                             -----------    -----------
     NET CASH USED IN OPERATING ACTIVITIES: ..............    (1,123,544)      (589,533)
                                                             -----------    -----------

INVESTING ACTIVITIES:
     Purchase / sales  of equipment, net .................       (12,025)       (22,860)
     Cash received from acquisition ......................     1,822,799              -
     Merger costs ........................................             -        (37,123)
     Due from related party ..............................             -        100,000
     Advances to Bristol Retail Solutions ................             -       (910,000)
                                                             -----------    -----------
     NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES .     1,810,774       (869,983)
                                                             -----------    -----------

FINANCING ACTIVITIES:
     Proceeds from convertible notes .....................       750,000              -
     Sale of common stock ................................             -        500,000
     Repayments from Synergex ............................        24,497          7,366
                                                             -----------    -----------
     NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES .       774,497        507,366
                                                             -----------    -----------

Net increase (decrease) in cash ..........................     1,461,727       (952,150)

Cash at beginning of year ................................        12,171      1,876,667
                                                             -----------    -----------

Cash at end of period ....................................   $ 1,473,898    $   924,517
                                                             ===========    ===========


Supplemental disclosures of cash flow information:
     Cash paid for interest ..............................   $         -    $         -
                                                             ===========    ===========
     Cash paid for taxes .................................   $         -    $         -
                                                             ===========    ===========

Non-cash disclosure:
     Common stock issued in connection with
     conversion of Convertible Note ......................   $   142,500    $         -
                                                             ===========    ===========
</TABLE>
          See notes to accompanying consolidated financial statements.

                                       5
<PAGE>

BASIS OF PRESENTATION

         The accompanying unaudited consolidated 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 six month period ended January 31, 2002 are not necessarily
indicative of the results to be expected for the year ended July 31, 2002. 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, 2001.

RECENT ACCOUNTING DEVELOPMENTS.

         In July 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 141 "Business Combinations" and
SFAS No. 142 "Goodwill and Intangible Assets ("SFAS No. 142"). SFAS No. 141
requires that all business combinations initiated after June 30, 2001 be
accounted for using the purchase method of accounting and prohibits the use of
the pooling-of-interests method for such transactions. SFAS No. 142 applies to
all goodwill and intangible assets acquired in a business combination. Under the
new standard, all goodwill, including goodwill acquired before initial
application of the standard, should not be amortized but should be tested for
impairment at least annually at the reporting level, as defined in the standard.
Intangible assets other than goodwill should be amortized over their useful
lives and reviewed for impairment in accordance with SFAS No. 121. The new
standard is effective for fiscal years beginning after December 15, 2001. The
Company must adopt this standard on January 1, 2002. As of September 28, 2001,
the Company had no unamortized goodwill.

         In August 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of
Long-lived Assets". SFAS 144 superceded Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-lived Assets and
Assets to be Disposed of" and the accounting and reporting provisions of
Accounting Principles Board Opinion No. 30, "Reporting the Results of Operations
- Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transaction". SFAS
144 also amends Accounting Research Bulletin No. 51, "Consolidated Financial
Statements," to eliminate the exception to consolidation for a subsidiary for
which control is likely to be temporary. The provision of SFAS 144 will be
effective for fiscal years beginning after December 15, 2001. The Company has
not yet determined the effect SFAS 144 will have on its financial position or
results of operations in future periods.

                                       6
<PAGE>

ACQUISITION

         The Company completed the acquisition of United Capturdyne
Technologies, Inc. ("UCT") in October 2001. UCT's product line is designed to
accommodate a broad spectrum of needs encountered both at the point-of-sale and
on the Internet. Pursuant to the purchase agreement VoiceFlash issued 1,200,000
shares of restricted common stock valued at $540,000 (market value of $.50 per
share at date of agreement, less a 10% discount due to restrictive nature of
stock) to UCT with the requirement to register the common stock with the
Securities and Exchange Commission.

         The following table gives a summary of the acquisitions in financial
terms:

         Purchase Price ...................................   $   540,000
         Acquisition Costs ................................        35,000
         Fair Value of Assets Acquired ....................    (1,976,733)
         Fair Value of Liabilities Assumed ................     2,421,758
                                                              -----------
         Goodwill .........................................   $ 1,020,025
                                                              ===========

         The detailed components consists of the following:

         Fair Value of assets acquired:

         Cash .............................................   $ 1,822,799
         Officers loan receivable .........................        96,798
         Property, plant and equipment ....................        55,530
         Other ............................................         1,606
                                                              -----------
                                                              $ 1,976,733
                                                              ===========

         Fair Value of liabilities assumed:

         Accounts payable .................................   $ 1,857,177
         Accrued expenses and customer deposits ...........       446,533
         Deferred tax payable .............................         7,010
         Corporate and payroll tax payable ................       111,038
                                                              -----------
                                                              $ 2,421,758
                                                              ===========

                                       7
<PAGE>

         The following schedule combines the unaudited pro-forma results of
operations of the Company and United Capturdyne Technologies Inc., as if the
acquisition occurred on August 1, 2000 and includes such adjustments which are
directly attributable to the acquisition. It should not be considered indicative
of the results that would have been achieved had the acquisition not occurred or
the results that would have been obtained had the acquisition actually occurred
on August 1, 2000.

<TABLE>
<CAPTION>
                                 Three Months          Six Months          Three Months          Six Months
                                     Ended                Ended                Ended                Ended
                                October 31, 2001     January 31, 2002     October 31, 2000     January 31, 2001
                                ----------------     ----------------     ----------------     ----------------
<S>                               <C>                  <C>                  <C>                  <C>
Net Sales ......................  $    558,060         $  1,747,919         $    237,726         $    358,179
Cost of Sales ..................       253,221              383,485              117,267              189,157
                                  ------------         ------------         ------------         ------------
Gross Profit ...................       304,839            1,364,434              120,459              169,022
General and Administrative .....     1,240,824            1,730,320              518,244            1,062,583
Research and Development .......        50,888              167,218              107,991              306,078
Depreciation ...................        28,528               51,203               43,778               73,861
Other Income ...................       117,153              (10,162)              (5,380)             (12,954)
Interest Income(net) ...........        26,566               47,015              (33,397)             (65,577)
                                  ------------         ------------         ------------         ------------
Total Costs and Expenses .......     1,463,959            1,985,594              631,236            1,363,991
Net Loss Before Tax ............    (1,159,120)            (621,159)            (510,777)          (1,194,969)
Federal and State Tax ..........      (147,000)                   -               (8,777)                   -
                                  ------------         ------------         ------------         ------------
Net Loss .......................    (1,306,120)            (621,160)            (519,554)          (1,194,969)
Preferred Stock Dividend .......        30,000               60,000                    -                    -
                                  ------------         ------------         ------------         ------------
Net Loss Applicable
to Common Shareholders .........  $ (1,336,120)        $   (681,160)        $   (519,554)        $ (1,194,969)
                                  ------------         ------------         ------------         ------------
Shares in Calculation ..........    13,827,734           16,211,883            6,580,068            7,780,068
                                  ============         ============         ============         ============
Net Loss Per Share .............  $       (.10)        $       (.04)        $       (.08)        $       (.15)
                                  ============         ============         ============         ============
</TABLE>

4.       CONVERSION OF NOTES (SUBSEQUENT EVENT)

         In February 2002, the Company, received conversion notice from the
Convertible Note holder to convert $75,000 of their respective note into Common
Stock of the Company, resulting in the issuance of 335,182 shares.

                                       8
<PAGE>

5.       STOCKHOLDER'S EQUITY

         In November 2001 the Company received notice and converted $80,000 of
the Convertible Note and issued 516,826 shares. In January 2002 the Company
received notice and converted $45,000 of the Convertible Note and issued 276,453
shares.
The Company cancelled 100,000 shares that were previously issued in terms of a
consulting agreement.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

         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.

         The following discussion and analysis should be read in conjunction
with the financial information of the Company included herein and the notes
thereto. Comparisons of the Company's results of operations below may be
misleading due to the Company's recent acquisition of United Capturdyne
Technologies, Inc. and subsequent change in business.

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. As a result of the Company's acquisition of
United Capturdyne Technologies, Inc. ("UCT") the Company is presently involved
in supplying advanced transaction processing and account management software as
well as other business in the financial service industry.

         For the three months ended January 31, 2002, product sales were
$1,189,859 compared to $55,450 for the three months ended January 31, 2001 an
increase of $1,134,409. For the six months ended January 31, 2002, product sales
were $1,308,885 compared to$ 117,553 for six months ended January 31, 2001 an
increase of $1,191,332. Sales have increased as result of the acquisition of UCT
in October 2001.

         For the three months ended January 31, 2002, cost of sales amounted to
$130,264 or 11% of sales as compared to $44,018 or 79% of sales for the three
months ended January 31, 2001. The change in cost of sales is due to the
Company's change in business. For the six months ended January 31, 2002 cost of
sales amounted to $176,518 or 13% as compared to $58,576 or 50% of sales for the
six months ended January 31, 2001. The change in cost of sales is due to the
Company's change in business.

                                       9
<PAGE>

         General and administrative expense increased by $156,095 to $479,625
for the three months ended January 31, 2002 from $323,530 for the three months
ended January 31, 2001. General and administrative expenses increased by
$405,145 to $1,044,125 for the six months ended January 31, 2002 from $638,980
for the six months ended January 31, 2001. The increase in general and
administrative expense was due to increased administrative and sales staff in
connection with the UCT acquisition.

         Research and development expenses for the three months ended January
31, 2002 were $55,742 compared to $107,991 for the three months ended January
31, 2001 a decrease of $52,249. Research and development expenses for the six
months ended January 31, 2002 were $119,708 compared to $267,380 for the six
months ended January 31, 2001 a decrease of $147,672. 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 $9,583 for the three months ended
January 31, 2002 to $22,675 from $32,258 for the three months ended January 31,
2001. Depreciation expense decreased $17,947 for the six months ended January
31, 2002 to $47,217 from $65,164 for the six months ended January 31, 2001.

         Interest income (expense) net for the three months ended January 31,
2002 amounted to $(15,181) compared to $34,831 of net interest income for the
three months ended January 31, 2001 a decrease of $50,012. Interest income net
for the six months ended January 31, 2002 amounted to $(43,798) compared to
$68,925 of interest income net for the six months ended January 31, 2001 a
decrease of $112,723. The decrease in interest income was due to the Company's
reduction in cash balances.

LIQUIDITY AND CAPITAL RESOURCES

         As of January 31, 2002, the Company had $1,473,898 in cash and cash
equivalents. As of January 31, 2002 the Company had negative working capital of
$202,065.

         Net cash used in operating activities increased by $534,011 to
$1,123,544 for the six months ended January 31, 2002 as compared with $589,533
during the six months ended January 31, 2001. Net cash used in operating
activities was primarily related to the Company's acquisition of UCT in October
2001.

         Net cash provided by (used in) investing activities during the six
months ended January 31, 2002 and 2001 were $1,810,774 and $(869,983)
respectively an increase of $2,680,757. The increase is due to $1,822,799
advanced by UCT as a result of the acquisition.

                                       10
<PAGE>

         Net cash provided by financing activities during the six months ended
January 31, 2002 and 2001 amounted to $774,497 and $507,366 respectively. For
the six months ended January 31, 2002, the Company received proceeds of $750,000
from the issuance of two convertible notes.


PART II.          OTHER INFORMATION

ITEM 1.  Legal Proceedings

         The Company or its wholly owned subsidiary is a party to the following
legal proceedings:

         On July 7, 2001, the Company's subsidiary, Bristol Retail Solutions,
and its four operating subsidiaries filed voluntary petitions for reorganization
under chapter 11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Central District of California (Los Angeles), Case Nos.
LA01-30857-VZ, LA01-30872-VZ, LA01-30885-VZ, LA01-30893-VZ and LA01-30895-VZ. On
August 27, 2001, Bristol's representative appeared before the U.S. Bankruptcy
Court and advised the court that Bristol was unable to obtain debtor in
possession of financing. Accordingly, Coast Business Credit, a division of
Southern Pacific Bank began a Chapter 11 liquidation of the assets of Bristol.
Coast Business Credit is currently disposing its collateral in Bristol. Upon
Coast Business Credit's completion of the disposal of its collateral the Company
will voluntarily put Bristol and its subsidiaries in Chapter 7 Bankruptcy.

         The Company is also involved in two other litigation matters. In an
action in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida
(Victor Go vs. VoiceFlash Networks, Inc. and Lawrence Cohen, Case No.
CA01-08787) a former employee of the Company has alleged that based upon certain
misrepresentations by the officers of the Company, he assumed a position of
employment with the Company and was later discharged after those representations
were not fulfilled. The Company intends to vigorously defend this case and to
assert affirmative defenses and counterclaims against the former employee based
upon improper and illegal behavior. An evaluation of the likelihood of the
outcome of this matter cannot be made at this time.

         In an action in the Fifteenth Judicial Circuit in and for Palm Beach
County, Florida (John Falcone vs. VoiceFlash Networks, Inc. and Lawrence Cohen,
Case No. CA01-9621AG), filed on September 19, 2001, a former employee of the
Company has a claim against the Company for breach of contract, as well as a
claim that certain promises alleged to have been made by representatives of the
Company concerning a potential acquisition of the former employee's company were
false. The former employer is alleging $2 million in damages. The Company
intends to defend this case vigorously and to assert counterclaims against the
former employee. An evaluation of the likelihood of the outcome of this matter
cannot be made at this time.

                                       11
<PAGE>

         On July 23, 2001 the Company, as a guarantor for a master lease dated
July 27, 1999, by and between Comdisco, Inc. and Telecenter, Inc., was notified
by Comdisco that Telecenter was in default of the agreement. Under the terms of
the agreement the rents were accelerated and demand was being made against the
Company (as guarantor) for $96,378.98. Comdisco has filed an action in the
Circuit Court of Cook County, Illinois (Comdisco v. Telecenter, Inc. and
Voiceflash Networks, Inc.). Comdisco has demanded payment of the lease in full.
In addition, Comdisco has demanded damages in excess of $50,000 and other fees.
The Company intends to defend this case vigorously and to assert counterclaims
against the former employee. An evaluation of the likelihood of the outcome of
this matter cannot be made at this time.

ITEM 2.  Changes in Securities and Use of Proceeds

         On November 9, 2001, the Company filed a Registration Statement on Form
S-3 registering shares of common stock underlying convertible notes and warrants
issued to accredited investors for $750,000.

         On November 16, 2001, the Company issued an aggregate of 250,000 shares
of its common stock to an individual pursuant to an Employment Agreement dated
October 31, 2001. Under the agreement, the individual is to provide the Company
with consulting services. The shares issued to the individual were exempt from
registration under Section 4(2) of the Securities Act. The shares were
subsequently registered under a registration statement on Form S-8. In February
2002, the Company cancelled 100,000 of these shares.

ITEM 5.  Other Information

         On November 12, 2001, the staff of The Nasdaq Stock Market Listing
Qualifications Department notified the Company that the Company did not comply
with either the minimum $2,000,000 net tangible assets or the minimum $2,500,000
stockholders equity requirement for continued listing as set forth in The Nasdaq
Stock Market Marketplace Rules. The Company has appealed this decision and has
requested a hearing with The Nasdaq Stock Market. A hearing has been tentatively
scheduled for April 18, 2002. The delisting of the Company's securities will be
stayed until a final determination can be made at the hearing.

         In February 2002 the Company received conversion notice from a holder
of its 7% convertible notes. The holder converted an aggregate of $75,000 of
their respective note and received an aggregate of 335,182 shares of the
Company's common stock. The issuance of these shares was exempt from
registration pursuant to Section 4(2) of the Securities Act.

                                       12
<PAGE>

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:

         Exhibit
         Number           Description
         -----  --------------------------------
         1.1    Form of Underwriting Agreement(1)
         2.1    Agreement and Plan of Merger with Bristol(2)
         3.1    Articles of Incorporation, as amended(1)
         3.15   Articles of Amendment(2)
         3.2    By-Laws(1)
         4.1    Form of Common Stock Certificate(1)
         4.4    Form of Representative's Warrants(1)
         4.5    7% Convertible Note issued to Alpha Capital(3)
         4.6    7% Convertible Note issued to Stonestreet Limited Partnership(3)
         4.7    Common Stock Purchase Warrant issued to Alpha Capital(3)
         4.8    Common Stock Purchase Warrant issued to Stonestreet Limited
                Partnership(3)
         4.9    Additional Common Stock Purchase Warrants issued to Gem Studio,
                Inc., Alpha Capital and Stonestreet Limited Partnership(4)
         10.1   Stock Option Plan(1)
         10.2   Form of Alpha Capital Stonestreet Limited Partnership
                Subscription Agreement(3)

-----------------------
(1)      Filed as an exhibit to the Company's Registration Statement on Form
         SB-2 (File No. 333-47715) as filed with and declared effective by the
         Commission on May 28, 1998.

(2)      Filed as an exhibit to the Company's Registration Statement on Form S-4
         (File No. 333-55638) as filed with and declared effective by the SEC on
         May 9, 2001.

(3)      Filed as an exhibit to the Company's Current Report on Form 8-K filed
         with the Commission on August 17, 2001.

(4)      Filed as an exhibit to the Company's Annual Report on Form 10-KSB for
         the year ended July 31, 2001.

         (b)      Reports on Form 8-K

         On December 14, 2001, the Company filed a current report on Form 8-K/A
to provide required financial information in connection with the acquisition of
UTC.

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<PAGE>

                                    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.

                                        VoiceFlash Networks Incorporated

                                        By: /s/ Lawrence Cohn
                                            -----------------
                                            Lawrence Cohen,
                                            Chairman


                                        By: /s/ Robert Kaufman
                                            ------------------
                                            Robert Kaufman,
                                            Chief Executive Officer


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

DATED:  March 15, 2002



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