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Registry Magic Incorporated
One South Ocean Blvd., Suite 206, Boca Raton, FL 33432 * (561) 367-0408

The company is engaged in the development and marketing of proprietary applications software incorporating core speech recognition technology.

Primary Underwriting Group
ManagerTierPhone
Commonwealth AssociatesLead Manager (212) 297-5608

Offering Information
NASSCM:RMAG High-Tech: SIC 7372
Type of Shares:Common Shares Filing Date:3/10/98
U.S. Shares:1,600,000 Offer Date:5/28/98
Non-U.S. Shares:0 Filing Range:$6.00 - $8.00
Primary Shares:1,600,000 Offer Price:$7.25
Secondary Shares:0 Gross Spread:$0.54
Offering Amount: $11,200,000 Selling:$0.30
Expenses: - Reallowance:$0.10
Post-IPO Shares:5,393,000
Employees:13

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Atlas, Pearlman, Trop & Borkson
Bank's Law Firm: Bachner, Tally, Polevoy & Misher
Registrar/Transfer Agent: American Stock Transfer & Trust Co
Auditor: BDO Seidman

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
7/31/97 10/31/97 10/31/96 10/31/97
Revenue:$0.34$0.11$0.00Assets:$0.76
Net Income:-$1.37-$0.32-$0.37Curr Assets:$0.54
EPS:-$0.38-$0.08-$0.11Liabilities:$0.71
Prior EPS:Curr Liab:$0.71
Cash Flow/Oper:-$0.79-$0.32-$0.05Equity:$0.05
Cash Flow/Fin:$1.81-$0.03$0.02Cash:$0.53
Cash Flow/Inv:-$0.13-$0.04$0.00Working Cap:-$0.17

Competition
The speech recognition applications market is growing and expected to become intensely competitive. The Company's products will compete with those developed or being developed by many well established companies, including International Business Machines Corporation("IBM"), American Telephone and Telegraph Company ("AT&T;"), Microsoft Corporation ("Microsoft"), Digital Equipment Corporation ("Digital Equipment"), Lucent Technologies, Inc. ("Lucent"), American Nortel Communications, Inc. ("Nortel") and Unisys Corporation ("Unisys"). Most of these companies have substantially greater financial, technical, personnel and other resources than the Company and have established reputations for success in the development, licensing and sale of their products and technology, especially the larger organizations. A number of these competitors have the financial resources necessary to enable them to withstand substantial price competition or downturns in their markets. In addition, certain companies may be expected to develop technologies or products which may be functionally similar to some or all of those being developed by the Company. With respect to its Virtual Operator product, the Company's competitors may include Voice Control Systems, Vocalis Group plc ("Vocalis"), and PureSpeech, Inc. ("PureSpeech"). In the conversational speed dialing and personal assistant applications, the Company expects that its initial competitors will be Wildfire Communications, Inc. ("Wildfire"), General Magic, and Webley Systems, Inc. ("Webley"). Additionally, voicemail companies and telephone switch manufacturers could also attempt to develop their own conversational speech recognition applications.

Business Plan
The Company's goal is to exploit existing speech engine technology to create advanced speech recognition applications. The Company's strategy is to develop and refine proprietary applications software products that address certain of the shortcomings associated with speech recognition products currently on the market. In pursuit of that goal, management has retained a development team which includes (i) speech recognition developers to enhance the capabilities of the speech recognition engines that form the foundation of the Company's products; (ii) natural dialogue designers with linguistic and phonetic skills to design applications that anticipate user responses; (iii) multimedia application developers to exploit and integrate audio and video functionality; (iv) usability engineers to design intuitive, easy-to-use applications; and (v) telephone application developers to integrate telephone systems with computer applications.

Use of Proceeds
The proceeds from the proposed offering will be used for product development and refinement, sales and marketing, repayment of debt, and general corporate purposes including working capital.

Additional Underwriter Compensation
Warrant to purchase 140,000 shares/units at a nominal price.

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