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**UNITED STATES**

**SECURITIES ANDEXCHANGE COMMISSION****WASHINGTON, D.C. 20549**

 

**FORM 10-K/A**

**Amendment No. 1**

 

**FOR ANNUAL ANDTRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 
| **(Mark One)**                                                                                                                                                                                                                                                                                      |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **x**                                                                                                                                                                                                                                                                                               | ** ** | **ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934** |
|                                                                                                                                                                                                                                                                                                |   |   |
| **For the  fiscal year ended: December 31, 2007.**                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                |   |   |
| **OR**                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                |   |   |
| **o**                                                                                                                                                                                                                                                                                               | ** ** | **TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934.** |
|                                                                                                                                                                                                                                                                                                |   |   |
| **For the  transition period from                       to                     ** |

 

**MGT CAPITALINVESTMENTS INC.**

(ExactName of Registrant as Specified in its Charter)

(formerlyMedicsight Inc.)

 

| **Delaware**                                                       | ** ** | **0-26886**                | ** ** | **13-4148725**                         |
|--------------------------------------------------------------------|------------|----------------------------|------------|----------------------------------------|
| (State or Other  Jurisdiction   of Incorporation or  Organization) |       | (Commission   File Number) |       | (I.R.S. Employer   Identification No.) |

 

**KensingtonCentre, 66 Hammersmith Road, London W14 8UD, United Kingdom**

(Address of principalexecutive offices, including zip code) 

 

**011-44-207-605-1151**

(Registrant’s TelephoneNumber, Including Area Code) 

 

Securitiesregistered under section 12(b) of the Exchange Act:  ***Not applicable***

 

Securities registered under section 12(g) of the Exchange Act:  ***Common stock, par value $0.001per share***

 

Indicate by check mark if theRegistrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act.    Yes o    No x

 

Indicate by check mark if theRegistrant is not required to file reports pursuant to Section 13 or 15(d) ofthe Act.    Yes o    No x

 

Check whether the issuer: (1) filedall reports required to be filed by Section 13 or 15(d) of theExchange Act during the past 12 months (or for such shorter period that theregistrant was required to file), and (2) has been subject to such filingrequirements for the past 90days.    Yes     x    No    o

 

Indicate by check mark ifdisclosure of delinquent filers is not contained herein, and will not becontained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K.     x

 

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, a non-accelerated filer, or asmaller reporting company. See definitions of “large accelerated filer,” “acceleratedfiler,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.(Check one):

 
| Large Accelerated Filer   o |   | Accelerated filer   x |   | Non-accelerated Filer   o          |   | Smaller reporting company   o |
|---------------------------------------|--------|---------------------------------|--------|----------------------------------------------|--------|-----------------------------------------|
|                                  |   |                            |   | (Do not check if smaller  reporting company) |   |                                    |

 

Indicate by check mark whetherthe Registrant is a shell Company (as defined in Rule 12b-2 of the Act).    Yes    o    No    x

 

As of June 30, 2007, thelast day of the registrant’s most recently completed second fiscal quarterrelating to fiscal year 2007, the aggregate market value of the registrant’scommon stock held by non-affiliates of the registrant was approximately$75,611,000.

 

The common stock is the registrant’sonly class of stock.

 

As of November 5, 2008 thenumber of shares of common stock, par value $0.001 per share, of MGT CapitalInvestments, Inc. issued and outstanding was 32,550,950.

 

 

 

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**TABLE OF CONTENTS**

 
| Explanatory Note |   |
|------------------|--------|
|             |   |
| SIGNATURES       |   |
|             |   |
| Exhibits         |   |

 

 

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**EXPLANATORY NOTE**

 

This amended Annual Report on Form 10-K/A isbeing filed solely for the purpose of amending Item 15 of Part IV of ourmost recent Form 10-K (the “Original 10-K”) by filing amended and restatedcertifications provided in Exhibits 31.1 and 31.2 filed with the Original10-K.  We have made no other changes in the Original 10-K.  Weinadvertently failed to include in Exhibits 31.1 and 31.2 as originally filedany reference to internal control over financial reporting in paragraph 4 orthe language of paragraph 4(b) as indicated by Item 601(b)(31)(i) ofRegulation S-K.

 

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**SIGNATURES**

 

In accordance with Section 13or 15(d) of the Exchange Act, the registrant caused this report to besigned on its behalf by the undersigned, thereunto duly authorized.

 
|                  | MGT CAPITAL INVESTMENTS, INC |
|-----------------------|------------------------------|
| November 5, 2008 |                         |
|                  | By:                          | /s/ TIM PATERSON-BROWN |
| * *              | * *                     | *Chief Executive Officer  (Principal Executive Officer)* |
| November 5, 2008 |                         |
|                  | By:                          | /s/ ALLAN ROWLEY |
| * *              | * *                     | *Chief Financial Officer  (Principal Financial Officer)* |

 

In accordance with the ExchangeAct, this report has been signed below by the following persons on behalf ofthe registrant and in the capacities and on the dates indicated.

 
| **Signature**             | ** ** | **Title**  | ** ** | **Date**               |
|---------------------------|------------|------------|------------|------------------------|
| ** **                | ** ** | ** ** | ** ** | ** **             |
| /s/ TIM PATERSON-BROWN    |       | Director   |       | November 5,  2008 |
| Tim Paterson-Brown        |       |       |       |                   |
|                      |       |       |       |                   |
| /s/ ALLAN ROWLEY          |       | Director   |       | November 5,  2008 |
| Allan Rowley              |       |       |       |                   |
|                      |       |       |       |                   |
| /s/ NEAL WYMAN            |       | Director   |       | November 5,  2008 |
| Neal Wyman                |       |       |       |                   |
|                      |       |       |       |                   |
| /s/ L. PETER FIELDING     |       | Director   |       | November 5,  2008 |
| L. Peter Fielding         |       |       |       |                   |
|                      |       |       |       |                   |
| /s/ PETER VENTON          |       | Director   |       | November 5,  2008 |
| Peter Venton              |       |       |       |                   |
|                      |       |       |       |                   |
| /s/ SIR CHRISTOPHER PAINE |       | Director   |       | November 5,  2008 |
| Sir Christopher Paine     |       |       |       |                   |
|                      |       |       |       |                   |
| /s/ ALLAN MILLER          |       | Director   |       | November 5,  2008 |
| Allan Miller              |       |       |       |                   |

 

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