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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                  FORM 10-KSB

(MARK ONE)

<Table>
<C>        <S>
   /X/     ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
           EXCHANGE ACT OF 1934
             FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2001
                                  OR
   / /     TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
           SECURITIES EXCHANGE ACT OF 1934.
             FOR THE TRANSITION PERIOD FROM             TO
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                             HTTP TECHNOLOGY, INC.
                 (Name of Small Business Issuer in its Charter)

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<S>                                 <C>                                 <C>
             DELAWARE                            0-26886                            13-4148725
   (State or Other Jurisdiction                (Commission                       (I.R.S. Employer
of Incorporation or Organization)              File Number)                    Identification No.)

                            46 BERKELEY SQUARE, LONDON, UNITED KINGDOM W1J 5AT
                        (Address of Principal Executive Offices)        (Zip Code)

                                           011 44 207 598 4070
                           (Registrant's Telephone Number, Including Area Code)
</Table>

         Securities registered under section 12(b) of the Exchange Act: NOT
                                   APPLICABLE

    Securities registered under section 12(g) of the Exchange Act: COMMON STOCK,
                           PAR VALUE $0.001 PER SHARE

    Check whether the issuer: (1)filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file), and (2) has been
subject to such filing requirements for the past 90 days. Yes /X/    No / /

    Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporate by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. / /

    State issuer's revenues for its most recent fiscal year: $225,086.

    State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked prices of such common equity, as
of a specified date within the past 60 days. (See definition of affiliate in
Rule 12b-2 of the Exchange Act.) THE AGGREGATE MARKET VALUE OF THE VOTING AND
NON-VOTING COMMON EQUITY OF HTTP TECHNOLOGY, INC. HELD BY NON-AFFILIATES WAS
$34,576,376, BASED ON THE AVERAGE BID AND ASKED PRICES OF SUCH COMMON EQUITY AS
OF MARCH 26, 2002.

     ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

    Check whether the issuer has 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 /X/    No / /

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

    State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. AS OF MARCH 26, 2002, THE
NUMBER OF SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE, OF HTTP
TECHNOLOGY, INC. ISSUED AND OUTSTANDING WAS 57,868,582.

                      DOCUMENTS INCORPORATED BY REFERENCE

    If the following documents are incorporated by reference, briefly describe
them and identify the part of the Form 10-KSB (E.G., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed
documents should be clearly described for identification purposes (E.G., annual
report to security holders for fiscal year ended December 24, 1990). NONE.

    Transitional Small Business Disclosure Format: (check one): Yes / /    No
/X/

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                   NOTE REGARDING FORWARD LOOKING STATEMENTS

    Some of the statements in this Annual Report are forward-looking statements
within the meaning of the federal securities laws. Generally forward-looking
statements can be identified by the use of terms like "believe," "may," "will,"
"expect," "anticipate," "plan," "hope" and similar words, although this is not a
complete list and we may express some forward-looking statements differently.
Discussions relating to our plan of operation, our business strategy and our
competition, among others, contain such statements. Actual results may differ
materially from those contained in our forward-looking statements for a variety
of reasons. We have based these forward-looking statements on our current
expectations and projections about future events. These forward-looking
statements are subject to risks, uncertainties and assumptions about the
Company, discussed elsewhere in this Report.

    We undertake no obligation to update publicly or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking
events contained or incorporated by reference in this Prospectus might not
occur.

    Throughout this report, when we refer to "HTTP" or "the Company", or when we
speak of ourselves generally, we are referring collectively to HTTP
Technology, Inc. and its subsidiaries unless the context indicates otherwise or
as otherwise noted.

                NOTE REGARDING NUMBER OF SHARES AND SHARE PRICES

    On February 5, 2001, the Company effected a 2-for-1 forward split of its
Common Stock (the "Split"). Throughout this Annual Report, all references to a
number of shares of the Company's Common Stock or the price of the Company's
Common Stock.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL

    Our business objective is to conceive, develop and commercialize innovative
applications derived from our core technology through our wholly owned
subsidiaries HTTP Software PLC ("Software"), HTTP Insights Ltd. ("Insights"),
and a majority-owned subsidiary, Medicsight PLC ("Medicsight"). Software
generates revenue from our systems integration business and is not currently
active in developing new products or pursuing new customers. Insights owns our
core technology, the Stochastic Perception Engine, part of which (data
classification) is being used by Medicsight to commercialize a new technology in
the medical field.

    In April 2000, we acquired Radical Technology PLC (now known as Software)
which provided us with a business dedicated to systems integration and software
development. In December 2000, we acquired Nightingale Technologies Ltd. (now
known as Insights), the principal technology of which is a Stochastic Perception
Engine. A Stochastic Perception Engine processes and classifies unstructured
data into meaningful outputs, enabling it to be viewed, interpreted or further
manipulated by the user of the application. Similar technologies sit at the core
of many of today's major software applications. Our Stochastic Perception Engine
is comprised of four principal modules: cluster analysis, statistical modeling,
classification and prediction. This technology has the ability to offer
unprecedented processing speed, accuracy and comprehensiveness of results when
compared to existing data classification technologies. Our Stochastic Perception
Engine has significant potential uses in a wide variety of fields, including
medical image analysis, the design of pharmaceuticals, environmental mapping,
handwriting recognition, robotics and surveillance. In addition, we develop
other proprietary algorithms which are used for analyzing visual data.

                                       2
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    We have recently restructured our business to focus more closely on the
medical imaging applications derived from our original core technology. We have
concluded the process of incorporating all research, software development,
management and marketing activities related to our medical imaging initiatives
into our subsidiary, Medicsight. Assets have been transferred and costs incurred
on the development of the Medicsight system have been reimbursed and assigned by
way of a loan note from Medicsight. The amount of the loan note to HTTP
Technology, Inc. was L3,659,104, and this loan note has been converted into
58,868,582 ordinary shares of Medicsight issued to the Company and 15,000,000
ordinary shares of Medicsight issued to Nightingale.

    We were originally incorporated as a Utah corporation in 1977. On
December 19, 2000, we entered into an Agreement and Plan of Merger with our
wholly-owned subsidiary HTTP Technology, Inc., a Delaware corporation, and
thereby effected a reincorporation from Utah to Delaware. All references in this
Prospectus to "HTTP", "the Company", "we" or "us" refer to HTTP
Technology, Inc., the Delaware corporation, if the event occurred on or after
December 19, 2000 or to HTTP Technology, Inc., the Utah corporation, if the
event occurred prior to December 19, 2000. We are authorized to issue
100,000,000 shares of Common Stock. On December 27, 2000, our Board of Directors
approved a 2-for-1 forward split (the "Split") of our Common Stock, effective
February 5, 2001, payable to holders of record on January 22, 2001. As of
March 26, 2002, 57,868,582 shares of Common Stock were issued and outstanding.
We maintain our corporate offices at 46 Berkeley Square, London, W1J 5AT, United
Kingdom, telephone +44 (0) 207-598-4070, facsimile: +44 (0) 207-598-4071.

RECENT ACQUISITIONS

    FAIRFAX EQUITY LTD.  On October 27, 1999, we entered into a conditional
Acquisition Agreement and Plan of Reorganization (the "Reorganization
Agreement") with Fairfax Equity Ltd. ("Fairfax"), a holding company, and the
stockholders of Fairfax whereby we would acquire all of the issued capital stock
of Fairfax. The acquisition was contingent upon the completion of all of our
previously unfiled audited financial statements, the filing of all outstanding
reports required by the Exchange Act, and the settlement of all outstanding
legal proceedings. On December 22, 1999, all the conditions precedent to the
Reorganization Agreement were met and, accordingly, we proceeded to implement
the transactions contemplated by the Reorganization Agreement. Pursuant to this
implementation, we issued a total of 17,280,000 shares of Common Stock to the
shareholders of Fairfax in order to acquire 100% of the issued capital stock of
Fairfax. These shares accounted for 80.3% of our issued share capital. The
shareholders of Fairfax as a group thus acquired a majority of the shares issued
and STG Holdings Plc ("STG"), the major shareholder of Fairfax, controlled 60.2%
of the Company. STG is a company incorporated in England and Wales.
Simultaneously with the closing of the Reorganization Agreement, Stefan
Allesch-Taylor, our present Chairman and Chief Executive Officer, Nicholas
Thistleton, and Sir Euan Calthorpe, Bt., were appointed to the Board of
Directors of the Company. Mr. Allesch-Taylor, Sir Euan Calthorpe and Mark
Warde-Norbury, directors of the Company at the time of such acquisition, were
also, at that time, directors and shareholders of STG.

    SOFTWARE.  On April 21, 2000, we acquired, through a stock-for-stock tender
offer, approximately 76.73% of the issued and outstanding ordinary shares of
Software. We offered 100 shares of Common Stock of the Company (the "Exchange
Stock") for every 143 shares of capital stock of Software. Through additional
issuances of stock subsequent to April 21, 2000, we have acquired an aggregate
of 99.5% of the outstanding shares of Software in exchange for 2,549,642 shares
of our Common Stock. Accordingly, we have the right under applicable law to
compulsorily acquire the balance and to treat Software as a wholly-owned
subsidiary. Assuming full acceptance, a total of 2,563,428 shares of our Common
Stock will be issued, constituting approximately 4.4% of our outstanding shares.

    Software was a computer software developer, business systems integrator and
package software supplier. Component parts of Software have been transferred
with Insights into Medicsight, except for a limited number of core staff. The
current maintenance contracts with Software will be honored.

                                       3
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Current contracts between Software and existing customers may be extended but
Software is not actively seeking new customers.

    CORE VENTURES, LTD.  In September 2000, we acquired Core Ventures Limited
("Core"), a privately held Internet venture company, from Troy Limited, a Cayman
corporation. Under the agreement, we issued 3,600,000 shares of our Common Stock
for 100% of the outstanding stock of Core. Core's principal asset was an
interest of less than 1% in Red Cube AG ("Red Cube"), a voice-over-IP
telecommunications provider, and warrants to purchase further shares (less than
3%) in Red Cube. The agreement provided in part that Dr. Alexander Nill, a
principal of Troy, guaranteed to us that, as of December 15, 2000, Core would
have had assets of not less than $25,000,000. At the time of this transaction,
Dr. Nill was one of our directors. He resigned from that position, effective
February 27, 2001.

    On December 27, 2000, Dr. Nill signed a Memorandum of Understanding
stipulating that the net assets of Core were estimated to be approximately
$2,500,000 and that the warrants to purchase further Red Cube stock held by Core
had no value. Dr. Nill acknowledged that he had been served by us with a formal
demand to honor his obligations to us pursuant to the terms of the personal
guarantee provided by him as security for the Core acquisition. As part of this
obligation, we have received 3,140,000 shares (the "Escrow Shares") of our
Common Stock from Dr. Nill, all of which have been duly endorsed and placed into
an escrow account. In addition, approximately 930,000 shares of our Common Stock
still held by Dr. Nill have been subjected to a "stop-transfer" order on our
stock records. In the fiscal quarter ended September 30, 2001, an agent, NYPPe,
LLC, was assigned by the escrow agent to dispose of the Escrow Shares in a
secondary private placement. As of December 31, 2001, 15,000 of the Escrow
Shares had been sold, resulting in net proceeds to the Company of approximately
$75,000.

    On March 6, 2002, Core entered into voluntary liquidation proceedings. In
accordance with the Companies Act governing companies organized in the British
Virgin Islands, Core has appointed a liquidator to assess the fair value of its
assets. The liquidator may have to initiate legal proceedings in the State of
New York to enforce Dr. Nill's guarantee and to seek compensation for the
shortfall in value on the guarantee, approximately $9,109,000, which has not yet
been provided to us by Dr. Nill. The value of the guarantee after deducting net
assets acquired was approximately $19,109,000. We currently have in our
possession, as discussed elsewhere, over 4 million shares which we have valued
at approximately $10,000,000 leaving the shortfall above of $9,109,000.

    INSIGHTS.  On December 29, 2000, we acquired all of the issued and
outstanding shares of Insights, in a stock-for-stock transaction then valued at
approximately $180 million. We received the shares of Insights on that date but,
pursuant to the terms of our offer, were not required to pay any consideration
for the Insights shares until certain conditions were met. The first of these
conditions, that we receive a validation by the Defence Evaluation and Research
Agency ("DERA"), an agency of the United Kingdom Ministry of Defence, as to the
technical and commercial viability of Insights' proprietary technology, was
satisfied on February 22, 2001. As such, we issued the first tranche of
contingent consideration of 15,000,000 shares of our Common Stock on that date,
valued at approximately $93,000,000 based on a weighted average share price of
$6.20 per share. Subsequent to September 30, 2001, upon agreement with
Nightingale, the seller of Insights, and in variance of the conditions precedent
set forth in the original agreement, the parties agreed on November 22, 2001
that the obligation to issue the second tranche of contingent consideration may
be satisfied by the direct issuance of shares in Medicsight to Nightingale. On
November 22, 2001, Medicsight issued 15,000,000 shares in Medicsight to
Nightingale, and Nightingale accepted such shares in satisfaction of our
obligation under the original purchase agreement. The second tranche was valued
at $21,832,000 based on the share price of stock being allotted by Medicsight.
Total consideration for the purchase of Insights was approximately
$115 million. As of the date hereof, there is no public market for the
Medicsight shares.

                                       4
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BUSINESS STRATEGY

    We are a developer of software technology. We have three principal operating
subsidiaries, Software, Insights, and Medicsight.

    SOFTWARE.  Over the last four years, Software has generated revenue from its
systems integration business together with maintenance of its in-house developed
systems integration and network software products. In 2001, we decided to focus
Software's resources towards working with Insights to assist in development of
the core technology of the Stochastic Perception Engine. The majority of the
Software staff are now employed full-time by Medicsight. The current maintenance
contracts with Software will be honored. Current contracts between Software and
existing customers may be extended but Software is not actively seeking new
customers.

    INSIGHTS.  The research and development team at Insights conceived and
continues to develop our core proprietary technologies. Our principal technology
is a Stochastic Perception Engine that processes and classifies unstructured
data into meaningful outputs, enabling it to be viewed, interpreted or further
manipulated by the user of the application. This type of technology sits at the
core of many of today's major software applications. Our Stochastic Perception
Engine is comprised of four principal capabilities: cluster analysis,
statistical modeling, classification and prediction.

    The Insights team is based in our head office in central London, where they
work closely with our management in scoping, defining, planning and developing
specific solutions for applications identified through our strategic market
research team. All of the Insights team is currently focused on the Medicsight
system and is now employed directly by Medicsight (as described below). Insights
currently owns the Stochastic Perception Engine and the patent applications
associated with the technology.

    Commercialization of the Stochastic Perception Engine is anticipated to
occur through joint ventures and in-house development according to the optimum
market entry strategy. The technology is designed to be deployed in the form of
software modules or utility libraries, or embedded within microchips. In
addition to the Medicsight system (described below), we are also working on
developing other applications for our core technology. One area being explored
is a computer vision system for the examination of baggage and packages being
carried by airplanes.

    MEDICSIGHT.  Our majority-owned subsidiary, Medicsight, is currently engaged
in efforts to commercialize a state-of-the-art digital disease detection
software system called the Medicsight system through the use of our core
technology. At December 31, 2001, we owned 58,868,582 ordinary shares in
Medicsight, constituting approximately 79.7% of the outstanding shares.
Nightingale owns 15,000,000 ordinary shares of Medicsight, constituting
approximately 20.3% of the outstanding shares. Medicsight is currently
undertaking a private offering of an additional 6,000,000 shares, and if such
offering is fully subscribed and sold, we will own approximately 73.7% of
Medicsight's outstanding shares.

    The Medicsight system analyzes digital data from medical scanners, such as
MRIs and CAT scans, and then alerts the clinician to any areas of possible
abnormality. We believe the Medicsight system will be capable of reliably
detecting cancer cells, calcification of the arteries and other abnormalities
indicative of disease at earlier stages in the disease than current medical
tools are able to detect. The potential advantage of the Medicsight system is
that it does not rely on the human eye or human interpretation to detect
possible abnormalities, thereby resulting in significant cost savings. After the
system uses its technology to identify possible abnormalities, the clinician
will then apply his/her education, training and experience to determine the next
steps in medical diagnosis and treatment. The Medicsight system is capable of
processing unprecedented volumes of images. It is now widely accepted that the
most effective way to achieve early detection of these leading deadly diseases
is through large scale screening. Such screening would allow national healthcare
bodies to provide society with the best protection against premature death.

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    Medicsight will offer an early diagnosis solution previously not thought
possible because:

    - The proprietary technology enables Medicsight to automate accurately and
      reliably the process of scan analysis.

    - The service will be significantly cheaper than at present as it does not
      rely on radiologists as first readers who in current practice account for
      a significant proportion of the scan cost.

    - Significant patient volume can be achieved as the analysis is fully
      automated; screening volumes are not constrained by the finite number of
      radiologists.

    - The business model is unique as we intend to establish broad penetration
      through a series of cost-effective, efficient, screening services.

    Primary target markets include 16 countries across Europe (Austria, Belgium,
Denmark, Finland, France, Germany, Greece, Ireland, Italy, the Netherlands,
Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom). These
primary targets were selected on the basis of their demographics and
attractiveness for implementing screening systems. Other principal markets such
as the United States and Japan will be targeted in conjunction with the European
launch.

    The total population within the 16 selected European countries is almost
400 million (source: United Nations Statistics Division). The primary target
population is based on individuals at risk of developing coronary heart disease,
lung or colon cancer. These 140 million people are aged between 45 and 75, of
whom it is estimated that a minimum of 60 million could be clearly defined as
being at significantly higher risk. The base plan forecasts a volume of
1.8 million scans per annum in 2006. This represents 1.3% of the at risk
population aged 45-75 and 3% of those at significantly higher risk.

    Currently the Medicsight system is undergoing systematic testing to ensure
our objectives are met. This is expected to be completed in 2002 when we intend
to open a series of operational pilot units, and the first Medicsight centers
are expected to be on stream by mid-2003. The initial units will be used to gain
regulatory approval and acquire market and clinical data. Operational and
development costs for Fiscal 2002 are estimated at approximately $5.5 million.
Medicsight is currently raising approximately $8.7 million by way of a private
placing of 6 million shares. This is in addition to the credit facility of
L10,000,000 ($14.5 million) that expires in November 2004. Medicsight expects to
incur further operational and development costs in 2003 of approximately
$6.5 million before Medicsight is financially self sufficient in 2004. Our
expansion strategy across Europe calls for several business models. Besides the
Company-operated Medicsight scanning centers, we will operate partnerships with
industry leaders to achieve rapid market penetration across our target regions.
Revenue streams will include: scan analysis fees, service charges, franchise
license fees and franchise royalties based on revenues.

    The marketing strategy will initially target all healthcare providers and
insurance companies that can direct large numbers of individuals in the higher
risk categories to Medicsight centers. In addition to professional referrals it
is anticipated that individuals will self-refer to the centers. As with dental
plans, we expect corporations and healthcare institutions to begin supporting
individuals' screening plans in the near future. Higher risk individuals
applying for life insurance or renewing their policies could automatically be
enrolled in screening programs and would visit a service center for scans as a
matter of routine. This concept will be marketed simultaneously to hospitals and
institutions to ensure widespread credibility and acceptance. Medicsight
services will be publicized through a series of marketing campaigns.

    We have yet to derive any revenue from the Medicsight system. We cannot
assure you that Medicsight will be successful in commercializing the Medicsight
system, or if such system is commercialized, that its use will be profitable to
Medicsight. We face many obstacles in

                                       6
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commercializing our core technology. Current constraints in medical image
analysis which prevent large-scale population screening include:

    - Cost Constraints:

       - Prohibitive cost of skilled radiologists

    - Human Constraints:

       - Shortage of qualified radiologists available to analyze the large
         increase in the number of images

       - Limitations of image analysis conducted by the human eye (e.g. fatigue,
         limited attention span, poor eyesight)

    - Technical Challenges:

       - Difficulty in differentiating normal from diseased tissues (i.e. high
         number of "false positives")

       - Inability correctly to identify disease types

    - Industry Supply Constraints:

       - Lack of affordable preventive healthcare programs

    We are not aware of any direct competition with the Medicsight system. There
are computer-aided diagnostic systems and other screening businesses which work
in the field, but, in our view, such existing systems are overly dependent on
human resources to carry out the analysis, as none have automated diagnosis
capability, and are therefore unable to achieve large economies of scale.

EMPLOYEES

    As of March 26, 2002, the HTTP group had 40 employees, all of whom are
full-time employees. Our employees are not part of a union. We believe that we
have an excellent relationship with our employees.

PATENTS AND TRADEMARKS

    Protection of our proprietary technology, and our rights over that
technology, from copy or unchallenged use is essential to our future success.
Any challenges to or disputes concerning our core technology will result in
great expense, delays in bringing products to market and disruption of our focus
on our core activities. They may also result in loss of rights over our
technology or the right to operate in particular markets due to adverse legal
decisions against us.

    We have filed patents in the UK, USA and ASEAN covering the application of
our core technology. However, we have not yet been granted any patents. We
cannot provide assurance that patents protecting our core technology will be
granted or that they will not be challenged, or that rights granted to us will
actually provide us with advantage over our competitors.

    Failure to register appropriate patents, copyrights or trade marks in any
jurisdiction may impede our ability to create brand awareness in our products,
result in expenses involved in pursuing or defending related legal action, or
result in lost revenues through delays incurred due to intellectual property
disputes. For example, others may already have been granted rights over similar
technology that would impede our ability to enter markets freely and may
challenge our entrance to those markets. Where we are required to purchase
licenses from those with prior rights in any country, we cannot assure you that
we will be able to do so at a commercially acceptable cost.

                                       7
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RESEARCH AND DEVELOPMENT

    The technology underlying the Medicsight system has not yet been
commercialized. Under United States generally accepted accounting principles,
until the technology is determined to be feasible, all research and development
expenditures must be expensed rather than capitalized. During the twelve months
ended December 31, 2001, we expended approximately $1,266,000 for research and
development expenses for the Medicsight system. For the twelve months ended
December 31, 2000 we did not expend any funds for research and development. We
cannot predict the amount of additional expenditures that will be necessary
prior to achieving commercialization. Asia IT Capital Investments Limited ("Asia
IT") has provided a L10,000,000 ($14,500,000) three-year credit facility for our
subsidiary, Medicsight. Asia IT own 9.6% of the outstanding shares of
Medicsight.

MAJOR CUSTOMERS

    Major customers in Fiscal 2001 were as follows:

    Commonwealth Secretariat approximately $67,000 or 29.8% of sales

    Eidos Interactive approximately $58,000 or 25.8% of sales

    Texaco approximately $51,000 or 22.7% of sales

    As of December 31, 2001, receivables from these customers represented 0% of
total accounts receivable. In Fiscal 2000 the sales from customers representing
greater than 10% of revenues were from were Red Cube AG, which accounted for
26.7% of sales (of which $74,000 was allowed as doubtful) and Texaco, which
accounted for 13.4% of sales. In addition, there were sales to the following
prior to acquisition: Radical Technology PLC, which accounted for 19.3% of
sales, and Nightingale Technologies Ltd, which accounted for 25.7% of sales.

GOVERNMENTAL REGULATION

    Medicsight is a system that analyzes digital data from medical scanners,
such as MRI's and CAT scans, and then alerts the clinician to any areas of
possible abnormality. It is not a diagnostic system. We are not aware of
government regulations that would be applicable to the Medicsight system. To the
extent that government regulations would apply depending upon the countries in
which we sell or license the Medicsight system, such regulations could delay the
commercial introduction of Medicsight and could significantly increase our costs
of operations.

GENERAL

    Our address is 46 Berkeley Square, London, W1J 5AT, United Kingdom. Our
telephone number is 011-44-207-598-4070. Our Internet address is
http://www.http-tech.com. Information on our website is not deemed to be a part
of this Annual Report.

ITEM 2. DESCRIPTION OF PROPERTY.

    We maintain our corporate offices at 46 Berkeley Square, Mayfair, London,
United Kingdom W1J 5AT. The office is comprised of 9,642 square feet. We do not
have a formal, written lease for these offices. Rent is paid quarterly in
advance to a property management company, Berkeley Square Ventures Limited, who
in turn collects the rent for International Cellulose Company Limited, who holds
the lease on the property. In November 2001 International Cellulose Company
Limited was acquired by STG (Holdings) PLC the majority stockholder of the
Company. We maintain subsidiary and affiliate offices at Jessop House, 100
Tamworth Road, Croydon, Surrey, United Kingdom. The lease on these offices is
currently for sale as all staff have been moved to 46 Berkeley Square and the
office is not required.

                                       8
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    The property currently occupied is adequate for the current needs of the
Company.

    We do not currently, and do not intend to, invest in real estate or
interests in real estate, real estate mortgages, or entities primarily engaged
in real estate activities.

ITEM 3. LEGAL PROCEEDINGS.

    On January 23, 2002, Chess Ventures LLC ("Chess") commenced a lawsuit
against us in the Chancery Court of Delaware, seeking an order to compel us to
remove restrictive legends from share certificates owned by Chess so that Chess
could sell the shares represented by the certificates under Rule 144 of the
Securities Act ("Rule 144"). Chess has also claimed money damages due to our
failure to remove the legends. We have filed a defense and counterclaim to this
claim and have subsequently instructed our transfer agent to remove the
restrictive legends on all applicable certificates (including those held by
Chess) should proper requests be made by the holders thereof in accordance with
Rule 144. The matter currently remains in the pre-trial discovery stage.
Accordingly, we are unable to state whether any outcome is either probable or
remote.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

    Not applicable.

                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION

    The shares of our Common Stock are quoted on the OTC-Bulletin Board,
maintained by the National Association of Securities Dealers, Inc. The Common
Stock is trading under the symbol "HTTP".

    The following table sets forth the range of high and closing prices
information for HTTP Common Stock for each quarter within the last two fiscal
years, after giving effect to the Split. The quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent
actual transactions:

<Table>
<Caption>
                                                                CLOSING PRICES ($)
                                                              ----------------------
PERIOD                                                          HIGH          LOW
------                                                        --------      --------
<S>                                                           <C>           <C>
2000
First Quarter...............................................    7.469         2.50
Second Quarter..............................................     8.00         5.00
Third Quarter...............................................   10.063         7.50
Fourth Quarter..............................................     9.00        6.438

2001
First Quarter...............................................     7.00         5.50
Second Quarter..............................................     7.44         6.30
Third Quarter...............................................     7.10         5.30
Fourth Quarter..............................................     6.00         4.50

2002
First Quarter...............................................     4.70         2.25
</Table>

    As of March 31, 2002, there were 1,556 holders of record of HTTP common
stock.

                                       9
<Page>
    DIVIDENDS.  The Company has never declared or paid cash dividends on the
Common Stock. The Company currently intends to retain earnings, if any, to
support its growth strategy and does not anticipate paying cash dividends in the
foreseeable future. Payment of future dividends, if any, will be at the
discretion of the Company's Board of Directors after taking into account various
factors, including the Company's financial condition, operating results, current
and anticipated cash needs and plans for expansion.

RECENT SALES OF UNREGISTERED SECURITIES

    On October 25, 1999, the Company raised $50,000 through the issuance of a
Convertible Loan Note (the "Note") to Palamon (Gestion) S.A. The Note was
offered pursuant to an exemption from registration under Regulation S
promulgated under the Securities Act. The purpose of this funding was to enable
the Company to file all outstanding reports required by the Exchange Act, and to
search for suitable acquisition candidates in Internet related fields. The Note
bore interest at 5.5% per annum. The Note was converted by the Note holder into
400,000 shares of Common Stock of the Company at the rate of $0.125 per share on
January 24, 2000.

    On December 22, 1999, the Company entered into an annual consulting
agreement with Oxford Capital, Inc. This primarily related to the negotiation
and execution of the reverse merger with Fairfax and the raising of equity
funding through Panther Capital Ltd. as set out below. Payment was made by the
issuance of 1,200,000 shares of common stock at the weighted average rate of
approximately $1.35 per share. Such shares were issued pursuant to an exemption
from registration under Section 4(2) of the Securities Act.

    On January 6, 2000, the Company entered into an underwriting agreement (the
"Underwriting Agreement") with Panther Capital Ltd. ("Panther") to sell shares
of Common Stock and warrants of the Company pursuant to an exemption from
registration under Regulation S promulgated under the Securities Act. Pursuant
to the terms of the Underwriting Agreement, the Company sold 10,000,000 shares
of its Common Stock (the "Panther Shares"), at a price of $0.50 per share to
certain sub-underwriters named in the Underwriting Agreement, for whom Panther
acted as lead underwriter. In consideration for such underwriting, Panther
received warrants to purchase up to 2,000,000 shares of Common Stock of the
Company (the "Warrants"). The Warrants were exercisable at $0.50 per share if
exercised within one year of the first closing of the Agreement, which occurred
on January 28, 2000 (the "First Closing"), and at a price of $5.00 per share if
exercised within two years of the date of the First Closing. The fair value of
the Warrants on the date of the grant was approximately $4,428,000. On May 12,
2000, Panther exercised all the Warrants for $1,000,000.

    Under the Underwriting Agreement, the Company was obligated to prepare a
registration statement covering 25% of the Panther Shares under the Securities
Act and to file such registration statement with the Commission within 90 days
of the completion of the offering of the Panther Shares (the "Registration
Statement"). Prior to and during the period of 120 days after the Registration
Statement is declared effective by the Commission, the Company has agreed not,
without prior written consent of Panther, to issue, offer, sell, or grant
options to purchase or otherwise dispose any of the Company's equity securities
or any other securities convertible into or exchangeable for its common stock or
other equity security, other than pursuant to transactions already disclosed to
Panther. Additionally, for a period of 180 days after the first date that any of
the Panther Shares are released for sale to the public, the officers and
directors of the Company have agreed not to directly or indirectly sell or offer
to sell or otherwise dispose any of their shares of common stock of the Company
or any right to acquire any such shares without the prior written consent of
Panther. The Registration Statement was filed by the Company on December 26,
2001, but such Registration Statement has not yet been declared effective. As
the majority of the shares of Common Stock covered by the Registration Statement
have been held for longer than two years, it is the Company's intent to

                                       10
<Page>
withdraw such registration statement. and to allow such shares to be resold in
accordance with the requirements of Rule 144 under the Securities Act.

    On April 21, 2000, the Company acquired, through a stock-for-stock tender
offer (the "Software Offer"), approximately 76.73% of the issued and outstanding
ordinary shares of Radical Technology PLC (subsequently renamed HTTP Software
PLC). Pursuant to the Software Offer, HTTP offered 100 shares of common stock of
the Company (the "Exchange Stock") for every 143 shares of capital stock of
Software. Through additional issuances of stock subsequent to April 21, 2000,
the Company has acquired an aggregate of 99.5% of the outstanding shares of
Software in exchange for 2,549,642 shares of the Company's Common Stock.
Accordingly, the Company has the right under applicable law to compulsorily
acquire the balance and to treat Software as a wholly owned subsidiary. Assuming
full acceptance of the Software Offer, a total of 2,563,428 shares of the
Company will be issued, constituting approximately 4.1% of the Company's
outstanding shares. The Exchange Stock was not initially registered under the
Securities Act. However, as a condition of the Software Offer, the Company had
agreed to file a registration statement with the Commission covering the
Exchange Stock within twelve months from the date of issue of the Exchange
Stock. Furthermore, the Company agreed not to file a registration statement
during this twelve-month period covering any shares held by STG Holdings PLC.
The Company filed the Registration Statement covering the Exchange Stock on
December 26, 2001. However, because the majority of the shares covered by the
Registration Statement have now been held for longer than two years, it is the
Company's intent to withdraw such registration statement and allow the shares to
be resold in accordance with the requirements of Rule 144 under the Securities
Act.

    On May 3, 2000, the Company entered into an agreement to acquire 51% of the
outstanding stock of Ferman AG, a Swiss venture capital company ("Ferman"), for
the issuance of 7,200,000 shares of the Company's Common Stock. On October 5,
2000, the Company executed an agreement to acquire 100% of Ferman's outstanding
stock for 5,100,000 shares of the Company's Common Stock. Subsequently, after
undertaking further due diligence, the Company determined that the conditions to
closing had not been fulfilled, and accordingly, the Company decided not to
proceed with the transaction. The Company never assumed management control of
Ferman and no consideration was exchanged. Therefore, results and net assets of
Ferman have not been consolidated in the financial statements contained in this
Annual Report in any way.

    On May 25, 2000, the Company issued a private placement memorandum to raise
up to $30 million through the sale of shares of Common Stock at a price of $6.25
per share pursuant to an exemption from registration under Regulation S
promulgated under the Securities Act. The final closing of the placement was in
November 2000. The Company raised the minimum allowed under the private
placement, $10 million and established a $20 million credit facility (the
"Credit Facility") with Asia IT Capital Investment Limited ("Asia IT") as of
December 15, 2000 to cover the balance of the funds it sought to raise. At the
time we entered into such credit facility Asia IT was a 12.2% stockholder of the
Company. Since such time, Asia IT has sold a substantial portion of its interest
in the Company in private transactions. As of December 31, 2001, there was an
outstanding balance of $1,070,000 under the Credit Facility, and the Company
anticipates that, in the foreseeable future, it will need to draw upon the
Credit Facility to continue to operate and meet its obligations as and when they
become due. The Credit Facility originally expired on December 31, 2001, but
such expiration date has been extended to June 30, 2003.

    In September 2000, we acquired Core Ventures Limited ("Core"), a privately
held Internet venture company, from Troy Limited, a Cayman corporation. Under
the agreement, we issued 3,600,000 shares of our Common Stock for 100% of the
outstanding stock of Core. Core's principal asset was an interest of less than
1% in Red Cube AG ("Red Cube"), a voice-over-IP telecommunications provider, and
warrants to purchase further shares (less than 3%) in Red Cube. The agreement
provided in part that Dr. Alexander Nill, a principal of Troy, guaranteed to us
that, as of December 15, 2000, Core would

                                       11
<Page>
have had assets of not less than $25,000,000. At the time of this transaction,
Dr. Nill was one of our directors. He resigned from that position, effective
February 27, 2001.

    On December 27, 2000, Dr. Nill signed a Memorandum of Understanding
stipulating that the net assets of Core were estimated to be approximately
$2,500,000 and that the warrants to purchase further Red Cube stock held by Core
had no value. Dr. Nill acknowledged that he had been served by us with a formal
demand to honor his obligations to us pursuant to the terms of the personal
guarantee provided by him as security for the Core acquisition. As part of this
obligation, we have received 3,140,000 shares (the "Escrow Shares") of our
Common Stock from Dr. Nill, all of which have been duly endorsed and placed into
an escrow account. In addition, approximately 930,000 shares of our Common Stock
still held by Dr. Nill have been subjected to a "stop-transfer" order on our
stock records. In the fiscal quarter ended September 30, 2001, an agent, NYPPe,
LLC, was assigned by the escrow agent to dispose of the Escrow Shares in a
secondary private placement. As of December 31, 2001, 15,000 of the Escrow
Shares had been sold, resulting in net proceeds to the Company of approximately
$75,000.

    On March 6, 2002, Core entered into voluntary liquidation proceedings. In
accordance with the Companies Act governing companies organized in the British
Virgin Islands, Core has appointed a liquidator to assess the fair value of its
assets. We intend to initiate legal proceedings in the State of New York to
enforce Dr. Nill's guarantee and to seek compensation for the shortfall in value
on the guarantee, approximately $9,109,000, which has not yet been provided to
us by Dr. Nill.

    On December 29, 2000, the Company acquired all of the issued and outstanding
shares of Insights, formerly known as Nightingale Technologies, Ltd., in a
stock-for-stock transaction valued at approximately $180 million (the "Insights
Offer"). The Company received the shares of Insights on that date but, pursuant
to the terms of the Insights Offer, was not required to pay any consideration
for the Insights shares until certain conditions were met. The first of these
conditions, that the Company receive a validation by the Defence Evaluation and
Research Agency ("DERA"), an agency of the United Kingdom Ministry of Defence,
as to the technical and commercial viability of Insights' proprietary
technology, was satisfied on February 22, 2001. As such, the Company issued the
first tranche of contingent consideration of 15,000,000 shares of its Common
Stock on that date. Such shares were issued pursuant to an exemption from
registration under Section 4(2) of the Securities Act. Subsequent to
September 30, 2001, upon agreement with Nightingale, the seller of Insights, and
in variance of the conditions precedent set forth in the original agreement, the
parties agreed that the obligation to issue the second tranche of contingent
consideration may be satisfied by the direct issuance of shares in Medicsight to
Nightingale. On November 22, 2001, Medicsight issued 15,000,000 shares in
Medicsight to Nightingale, and Nightingale accepted such shares in satisfaction
of our obligation under the original purchase agreement. As of the date hereof,
there is no public market for the Medicsight shares. Medicsight is currently
undertaking a private offering of 6,000,000 of its ordinary shares, but such
offering has not yet been completed.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

    Except for historical information, the material contained in this
Management's Discussion and Analysis or Plan of Operation is forward-looking.
This discussion includes, in addition to historical information, forward-looking
statements, which involve risks and uncertainties. The Company's actual results
could differ materially from the results discussed in the forward-looking
statements. Factors that could cause or contribute to such differences are
discussed below. These risks and uncertainties include the rate of market
development and acceptance of technology, the unpredictability of the Company's
revenues, the limited revenues and significant operating losses generated to
date, and the possibility of significant ongoing capital requirements. For the
purposes of the safe harbor protection for forward-looking statements provided
by the Private Securities Litigation Reform Act of 1995, readers are urged

                                       12
<Page>
to review the list of certain important factors set forth in "Cautionary
Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities
Litigation Reform Act of 1995".

    These forward-looking statements are subject to risks, uncertainties and
assumptions about the Company, including, among other things:

    - Our ability to commercialize our technology;

    - Our business and prospects must be considered in light of the risks,
      uncertainties, expenses and difficulties frequently encountered by
      companies in their early stages of development, particularly companies in
      new and rapidly evolving markets;

    - Our ability to attract and retain customers;

    - Our ability to secure financing as and when necessary;

    - Our ability to achieve adequate levels of revenue to recover our
      investment in capitalized software development costs and acquired
      technology;

    - Our ability to retain the services of our key management, and to attract
      new members of the management team;

    - The likelihood of significant ongoing capital requirements; and

    - Our ability to effect and retain appropriate patent, copyright and
      trademark protection of our products.

    - We have recently restructured our business to focus more closely on the
      medical imaging applications derived from our original core technology. We
      have concluded the process of incorporating all research, software
      development, management and marketing activities related to our medical
      imaging initiatives into our subsidiary, Medicsight. Assets have been
      transferred and costs incurred on the development of the Medicsight system
      have been reimbursed and assigned by way of a loan note from Medicsight.
      The amount of the loan note to HTTP Technology, Inc. was L3,659,104, and
      this loan note has been converted into 58,868,582 ordinary shares of
      Medicsight issued to the Company and 15,000,000 ordinary shares of
      Medicsight issued to Nightingale.

    The Medicsight system analyzes digital data from medical scanners, such as
MRIs and CAT scans, and then alerts the clinician to any areas of possible
abnormality. We believe the Medicsight system will be capable of reliably
detecting cancer cells, calcification of the arteries and other abnormalities
indicative of disease at earlier stages in the disease than current medical
tools are able to detect. The potential advantage of the Medicsight system is
that it does not rely on the human eye or human interpretation to detect
possible abnormalities, thereby resulting in significant cost savings. After the
system uses its technology to identify possible abnormalities, the clinician
will then apply his/her education, training and experience to determine the next
steps in medical diagnosis and treatment. The Medicsight system is capable of
processing unprecedented volumes of images. It is now widely accepted that the
most effective way to achieve early detection of these leading deadly diseases
is through large scale screening. Such screening would allow national healthcare
bodies to provide society with the best protection against premature death.

    Medicsight will offer an early diagnosis solution previously not thought
possible because:

    - The proprietary technology enables Medicsight to automate accurately and
      reliably the process of scan analysis.

    - The service will be significantly cheaper than at present as it does not
      rely on radiologists as first readers who in current practice account for
      a significant proportion of the scan cost.

                                       13
<Page>
    - Significant patient volume can be achieved as the analysis is fully
      automated; screening volumes are not constrained by the finite number of
      radiologists.

    - The business model is unique as we intend to establish broad penetration
      through a series of cost-effective, efficient, screening services.

    Primary target markets include 16 countries across Europe (Austria, Belgium,
Denmark, Finland, France, Germany, Greece, Ireland, Italy, the Netherlands,
Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom). These
primary targets were selected on the basis of their demographics and
attractiveness for implementing screening systems. Other principal markets such
as the United States and Japan will be targeted in conjunction with the European
launch.

    The total population within the 16 selected European countries is almost
400 million (source: United Nations Statistics Division). The primary target
population is based on individuals at risk of developing coronary heart disease,
lung or colon cancer. These 140 million people are aged between 45 and 75, of
whom it is estimated that a minimum of 60 million could be clearly defined as
being at significantly higher risk. The base plan forecasts a volume of
1.8 million scans per annum in 2006. This represents 1.3% of the at risk
population aged 45-75 and 3% of those at significantly higher risk.

    Currently the Medicsight system is undergoing systematic testing to ensure
our objectives are met. This is expected to be completed in 2002 when we intend
to open a series of operational pilot units, and the first Medicsight centers
are expected to be on stream by mid-2003. The initial units will be used to gain
regulatory approval and acquire market and clinical data. Operational and
development costs for Fiscal 2002 are estimated at approximately $5.5 million.
Medicsight is attempting to raise approximately $8.7 million by way of a private
placing of 6 million shares. This is in addition to the Asia IT facility of
L10,000,000 ($14.5 million) that expires in November 2004. Medicsight expects to
incur further operational and development costs in 2003 of approximately
$6.5 million before Medicsight is financially self sufficient in 2004. Our
expansion strategy across Europe calls for several business models. Besides the
Company-operated Medicsight scanning centers, we will operate partnerships with
industry leaders to achieve rapid market penetration across our target regions.
Revenue streams will include: scan analysis fees, service charges, franchise
license fees and franchise royalties based on revenues.

    The marketing strategy will initially target all healthcare providers and
insurance companies that can direct large numbers of individuals in the higher
risk categories to Medicsight centers. In addition to professional referrals it
is anticipated that individuals will self-refer to the centers. As with dental
plans, we expect corporations and healthcare institutions to begin supporting
individuals' screening plans in the near future. Higher risk individuals
applying for life insurance or renewing their policies could automatically be
enrolled in screening programs and would visit a service center for scans as a
matter of routine. This concept will be marketed simultaneously to hospitals and
institutions to ensure widespread credibility and acceptance. Medicsight
services will be publicized through a series of marketing campaigns.

    We have yet to derive any revenue from the Medicsight system. We cannot
assure you that Medicsight will be successful in commercializing the Medicsight
system, or if such system is commercialized, that its use will be profitable to
Medicsight. We face many obstacles in commercializing our core technology.
Current constraints in medical image analysis which prevent large-scale
population screening include:

    - Cost Constraints:

       - Prohibitive cost of skilled radiologists

                                       14
<Page>
    - Human Constraints:

       - Shortage of qualified radiologists available to analyze the large
         increase in the number of images

       - Limitations of image analysis conducted by the human eye (e.g. fatigue,
         limited attention span, poor eyesight)

    - Technical Challenges:

       - Difficulty in differentiating normal from diseased tissues (i.e. high
         number of "false positives")

       - Inability correctly to identify disease types

    - Industry Supply Constraints:

       - Lack of affordable preventive healthcare programs

    We are not aware of any direct competition with the Medicsight system. There
are computer-aided diagnostic systems and other screening businesses which work
in the field, but, in our view, such existing systems are overly dependent on
human resources to carry out the analysis, as none have automated diagnosis
capability, and are therefore unable to achieve large economies of scale.

    The Company commenced operations under the current management on
October 18, 1999. As such, there is no comparable full-year data for the fiscal
year ended December 31, 1999 ("Fiscal 1999"). The Company's functional currency
is the United States Dollar.

RESULTS OF OPERATIONS

FISCAL YEAR ENDED DECEMBER 31, 2001 VS. FISCAL YEAR ENDED DECEMBER 31, 2000

    REVENUES.  For Fiscal 2001, our gross revenues from operations were
approximately $225,000, as compared to approximately $514,000 in Fiscal 2000. We
have relied heavily upon proceeds from the sale of our securities and a credit
facility from one of our stockholders to fund our operations. Revenue is
recognized as software maintenance services are performed, in accordance with
the terms of the contractual arrangement, where persuasive evidence of an
arrangement exists, the fee is fixed and determinable and collection is
reasonably assured.

    Our revenues for Fiscal 2001 and 2000 were primarily comprised of software
product consulting and support services. During Fiscal 2001, we had three
customers who represented a significant portion of our revenues. The customers
are Commonwealth Secretariat, which accounted for 29.8% of sales, Eidos
Interactive, which accounted for 25.8% of sales and Texaco, which accounted for
22.7% of sales. In Fiscal 2000 the sales from customers representing greater
than 10% of revenues were from were Red Cube AG, which accounted for 26.7% of
sales (of which $74,000 was allowed as doubtful) and Texaco, which accounted for
13.4% of sales. In addition, there were sales to the following prior to
acquisition: Radical Technology PLC, which accounted for 19.3% of sales, and
Nightingale Technologies Ltd, which accounted for 25.7% of sales.

    The decrease in the revenues from Fiscal 2000 to Fiscal 2001 is due to the
change in focus of Software's operations from providing software consulting
services to third parties to providing testing and development services to the
group on the Medicsight system and the Stochastic Perception Engine.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Our selling, general and
administrative expenses were $10,522,000 in Fiscal 2001 compared to $5,785,000
for Fiscal 2000. The increase was due to an increase in staff and directors'
compensation from $1,446,000 in Fiscal 2000 to $2,788,000 in Fiscal 2001. In
addition, we moved to larger offices at 46 Berkeley Square in early 2001 to
accommodate the increased staff numbers at the London office as Software staff
were moved from the Company's

                                       15
<Page>
Croydon office. This increased rent and service charges from $315,000 in Fiscal
2000 to $1,452,000 in Fiscal 2001. Professional fees, including technology
development and consulting services, were approximately $1,466,000 in Fiscal
2001 and $2,628,000 in Fiscal 2000. The reduction is due to the Company's no
longer having consulting contracts outstanding. In addition, the Company
amortized $4,494,000 of intangibles relating to the purchase of the Insights
technology from Nightingale during Fiscal 2001.

    We expect selling, general and administrative expenses to continue at a
similar level in the near future as we continue to devote resources to the
expansion of the Company.

    SOFTWARE DEVELOPMENT COSTS WRITTEN OFF.  During Fiscal 2001 software
development costs of approximately $77,000 were written off as the projects
concerned (Addserver--structure advertising software and Callanalysis--a
website) were halted. During Fiscal 2000, we wrote off $2,020,000 in software
development costs. These costs include $1,878,000 previously capitalized upon
the acquisition of Software, but which was subsequently written off during the
year. We decided to write off such costs because, after we acquired Software, we
altered the strategic direction of Software to focus its resources on other
projects, particularly the Stochastic Perception Engine project (the proprietary
technology of Insights). Therefore, the software development costs written off
were written down to an assessed net realizable value of zero. Software
development costs also include $182,000 of in-process research and development
costs that we wrote off when we acquired Software in April 2000.

    DEPRECIATION AND AMORTIZATION EXPENSE.  We had excess of purchase price over
net assets acquired of approximately $10,155,000, associated with the
acquisition of Software. We received the shares of Insights on December 29,
2000; however we were not required to pay any consideration for such shares
unless certain conditions were met. On February 22, 2001, the first of these
conditions was met, and as such we issued the first tranche of consideration of
15,000,000 shares, valued at approximately $93,000,000 based on a weighted
average share price of $6.20 per share. Subsequent to September 30, 2001, upon
agreement with the seller of Insights and in variance of the conditions
precedent set forth in the original agreement, the parties agreed that the
obligation to issue the second tranche of contingent consideration may be
satisfied by the direct issuance of shares in Medicsight to Nightingale, the
seller of Insights. On November 22, 2001, Medicsight issued 15,000,000 shares in
Medicsight to Nightingale, and Nightingale accepted such shares in satisfaction
of our obligation under the original purchase agreement. The shares were valued
at L1.00 ($1.45) (par value L0.05) based on the share price of stock being
allotted by Medicsight. These issuances gave rise to an excess of purchase price
over net assets acquired of approximately $102,313,000 from our acquisition of
Insight.

    Our policy is to amortize goodwill over five years. The amortization charge
for Fiscal 2001 was $15,385,000 compared to $1,260,000 for Fiscal 2000. This
significant increase in amortization charge is primarily due to the amortization
associated with the acquisition of Insights.

    The Company acquired intangibles from Software of Value of Workforce,
$321,000 (expected useful life 4 years), Value of Trademark, $46,000 (2 years
useful life), Value of Existing Contracts, $96,000 (2 years useful life). The
Company acquired intangibles from Insights Technology, $22,470,000 (expected
useful life 5 years) and Value of Workforce, $180,000 (expected useful life
2 years) The amortization charge for Fiscal 2001 was $4,662,000 and the charge
for Fiscal 2000 was $143,000. As Software is no longer developing its in-house
software we have fully impaired the Software intangibles. In addition we have
fully impaired the Insights Value of Workforce as the initial employees have
left the company.

    IMPAIRMENT OF GOODWILL.  Impairment of goodwill relates to the excess
purchase price over net assets acquired on the acquisition of Software. In
Fiscal 2001, the impairment was $7,217,000. We have fully impaired the goodwill
as Software is no longer developing its own in-house technology.

                                       16
<Page>
    IMPAIRMENT LOSS ON INVESTMENTS.  Impairment loss on investments of
$2,412,000 relates to the impairment in the carrying values of Compaer AG, Red
Cube AG and other immaterial investments. Based on the financial status of
Compaer AG and Red Cube AG, the investments were permanently impaired, and the
Company has recorded an impairment for the entire carrying value of these
investments. Impairment loss on investments in Fiscal 2000 of $225,000 relates
to the impairment in the carrying value of one of the Company's minority
investments, Strategic Intelligence.

    IMPAIRMENT OF VENDOR GUARANTEE.  In Fiscal Year 2001, impairment of a vendor
guarantee in the amount of $9,109,000 relates to an impairment of the guarantee
provided by Dr. Alexander Nill as to the fair value of certain assets acquired
under the Company's acquisition of Core in September 2000. The vendor guarantee
represents the fair value of 4,070,000 shares returned to the Company as partial
consideration for the guarantee, of which 3,100,000 shares (the "Escrow Shares")
were placed in escrow. In the third quarter of Fiscal 2001, an agent, NYPPe LLC,
was assigned by the escrow agent to dispose of the Escrow Shares in a secondary
private placement by the selling security holder. As of December 31, 2001, NYPPe
LLC had disposed of 15,000 of these shares for a consideration of approximately
$75,000. We have estimated the value of the guarantee as the value of the common
stock, based on the recent history of the stock price, giving a realizable value
of approximately $10,000,000.

    On March 6, 2002, Core entered into voluntary liquidation proceedings. In
accordance with the Companies Act governing companies organized in the British
Virgin Islands, Core has appointed a liquidator to assess the fair value of its
assets. We intend to initiate legal proceedings in the State of New York to
enforce Dr. Nill's guarantee and to seek compensation for the shortfall in value
on the guarantee, approximately $9,109,000, which has not yet been provided to
us by Dr. Nill.

    NET LOSS AND NET LOSS PER SHARE.  Our net loss for Fiscal 2001 was
($45,845,000), compared to a net loss for Fiscal 2000 of ($8,714,000). Our net
loss for Fiscal 2001 included amortization of goodwill of $15,385,000 and
impairment of goodwill of $7,217,000. Our loss per share for Fiscal 2001 was
($0.82) based on weighted average shares outstanding of 55,690,212, compared to
net loss per share for Fiscal 2000 of ($0.24), based on weighted average shares
outstanding of 36,383,441.

    RELATED PARTY TRANSACTIONS.  As more fully discussed in Note 9 of the
financial statements included in this Annual Report, during September 2000, the
Company acquired 100% of the outstanding stock of Core Ventures Limited. At the
time of this transaction, Dr. Alexander Nill was a Director of the Company and
principal beneficial shareholder of Core Ventures Limited. In connection with
this acquisition, Dr. Nill had guaranteed the valuation of the net assets of
Core Ventures Limited to be not less then $25,000,000 as of December 15, 2000.
On December 27, 2000 Dr. Nill acknowledged the net assets of Core Ventures
Limited to be approximately $2,500,000 and agreed to provide other investments
valued at $10,900,000 to the Company. The remaining balance of $11,600,000 due
under this guarantee was to be paid in cash no later than June 26, 2001.
Dr. Nill resigned as a Director of the Company effective February 27, 2001.

    As more fully discussed in Note 9, during 2000 the Company entered into
certain agreements to acquire Ferman AG. At the time of these agreements,
Dr. Alexander Nill and Martin Lechner, the principal shareholder and Chief
Executive Officer of Ferman AG, respectively, were Directors of the Company. As
conditions to closing on the transaction had not been fulfilled, the Company
decided not to proceed with the acquisition. Mr. Lechner and Dr. Nill resigned
as Directors of the Company on December 11, 2000 and February 27, 2001,
respectively.

    As more fully discussed in Note 9, on December 29, 2000, the Company
acquired all of the issued and outstanding shares of Insights. Asia IT was a
shareholder in Insights as well as the Company at the time of the acquisition,
and has provided a credit facility for up to $20,000,000. The credit facility
originally expired on December 31, 2001, but has been extended to June 30, 2003.
All advances under

                                       17
<Page>
the credit facility accrue interest at 2% above LIBOR. The Company is restricted
from borrowing funds, directly or indirectly, other than through the credit
facility, without the consent of Asia IT.

    On November 20, 2001, Asia IT entered into a L10,000,000 ($14,500,000)
credit facility with Medicsight. Such facility matures in November 2004 and is
secured by a lien on all assets of Medicsight. Interest on outstanding amounts
accrues at 2% above GBP LIBOR. Pursuant to such credit facility, Medicsight has
covenanted to undertake a public offering of its ordinary shares in an amount
not less than L25,000,000 not later than March 2002. If Medicsight does not
complete such an offering, the credit facility nevertheless will remain in
place. The loan is convertible into ordinary shares in Medicsight upon
announcement of an Offer to Subscribe, Placing or other public offering of its
ordinary shares at the same price per share as the offering price. Due to the
private offering currently being undertaken by Medicsight, the loan is currently
convertible. In addition Asia IT acquired approximately 7,080,000 Medicsight
shares from the 15 million shares issued to Nightingale Technologies as part of
the Insights acquisition.

    The Company's corporate offices at 46 Berkeley Square are leased by
International Cellulose Company Limited (ICCL), a company registered in England
and Wales. STG Holdings PLC, the majority stockholder of HTTP Technology,
acquired 100% of the issued share capital of International Cellulose Company
Limited in November 2001. Rent on 46 Berkeley Square is managed by Berkeley
Square Ventures Limited (BSV), a property management company incorporated in
England and Wales. Berkeley Square Ventures Limited estimates the rental space
occupied by the tenants and collects the rents from the tenants (including HTTP
and ICCL) on behalf of ICCL. There are no formal leases between BSV and the
tenants or a formal agreement between ICCL and BSV for BSV to collect the rent
due. In 2001 the Company paid BSV $285,000 in rent.

    CONTRACTUAL OBLIGATIONS AND COMMITMENTS.  As of December 31, 2001, the
Company was party to capital lease obligations in the amount of $24,836. These
obligations require monthly payments of $665, including interest computed at the
rate of 0.76% through October 2005 and are secured by the underlying equipment.
The Company has property lease obligations in the amount of $125,000 for the
lease of Software's Croydon offices. This lease is currently for sale as these
offices are surplus to requirements. As discussed in the paragraph above the
Company does not hold a lease for its corporate offices at 46 Berkeley Square.

LIQUIDITY AND CAPITAL RESOURCES

    WORKING CAPITAL.  At December 31, 2001, the Company had approximately
$657,000 in current assets. Cash and cash equivalents amounted to approximately
$203,000, and current liabilities were approximately $5,862,000. At
December 31, 2000, the Company had approximately $6,856,000 in current assets,
of which $6,231,000 consisted of cash and cash equivalents. Current liabilities
were approximately $1,252,000. Working capital at the end of Fiscal 2001 was
approximately $(5,205,000), as compared to approximately $5,604,000 at the end
of Fiscal 2000. The decrease in working capital during Fiscal 2001 was
attributable to the cash at 31 December 2000 being used to finance the
operations in Fiscal 2001. The ratio of current assets to current liabilities
was 0.11 to 1.0 at the end of Fiscal 2001, as compared to 5.5 to 1.0 at the end
of Fiscal 2000.

    NET DECREASE IN CASH AND CASH EQUIVALENTS.  During Fiscal 2001, the
Company's cash and cash equivalents decreased by approximately $(6,028,000).
This decrease was primarily the result of net cash used in operations of
approximately $5,948,000 and net cash used in financing operations of
approximately $1,615,000. The Company received net cash of approximately
$1,572,000 in investment activities, primarily from the disposition of
investments in Fiscal 2001. During Fiscal 2000, the Company's cash and cash
equivalents increased by approximately $5,725,000. This increase was primarily
the result of net cash provided by financing activities in the amount of
$11,789,000. The

                                       18
<Page>
Company used net cash of $3,386,000 in operations and $2,658,000 in investment
activities during Fiscal 2000.

    NET CASH USED IN OPERATIONS.  The use of cash in operations of approximately
$5,948,000 in Fiscal 2001 was as a result of minimal revenues at the same time
that we incurred a significant increase in operating costs. These significant
costs included professional fees, salaries and director compensation, and
service charges associated with rental property and rent, all of which resulted
from the acquisitions made in the last two fiscal years and the expansion of our
infrastructure necessary to support the research and development necessary to
commercialize the Medicsight system which is the first application to be derived
from the data classification system of our core technology.

    NET CASH USED IN INVESTMENT ACTIVITIES.  For Fiscal 2001, the Company had a
net cash inflow from investment activities of approximately $1,572,000. Such
funds were received in the first quarter of 2001 from the sale of the Company's
shareholding in MDA Group PLC and from funds received as part of the Core
guarantee. For Fiscal 2000, the Company had a net cash outflow from investment
activities of approximately $2,658,000. Such funds were used for software
development of $86,000 at Software and the purchase of fixed assets for
$464,000. Cash paid for investments of $2,109,000 relates to minority interests
in Compaer AG of $1,211,000, Eurindia of $633,000 and Strategic Intelligence of
$262,000. The Company does not currently have any commitments for material
capital expenditures.

    NET CASH FROM FINANCING ACTIVITIES.  In Fiscal 2001, the Company used net
cash of $1,615,000 in financing activities, primarily due to the net repayment
of loans. In Fiscal 2000, the Company received net cash of $11,789,000 from
financing activities, primarily due to the issuance during the year of shares of
Common Stock for net proceeds of $15,480,000. Cash provided by share issuances
included $10,000,000 from a private placement of shares in May 2000, $5,000,000
from a private placement in the first quarter of Fiscal 2000 and $1,000,000 from
the conversion of warrants in May 2000. See "Market for Common Equity and
Related Stockholder Matters--Recent Sales of Unregistered Securities".

    The Company acquired Insights in December 2000. At the time of such
acquisition, Insights had outstanding $6,006,000 of long-term debt. This debt
was part of the original loan of $10,000,000 that Insights owed to its parent
company relating to the acquisition of patent applications for its Stochastic
Perception Engine technology. The loan bears interest at 2% above LIBOR and is
unsecured. The principal of the loan and accrued interest does not mature until
October 5, 2003.

    STOCKHOLDERS' EQUITY.  The Company's stockholders' equity at December 31,
2001 was approximately $101,853,000, including an accumulated deficit of
($54,459,000) and after deducting a vendor guarantee of approximately
($10,000,000). Additional paid-in capital at December 31, 2001 was approximately
$166,299,000. The returned shares under the Core acquisition have been valued as
a stockholder receivable, and are duly endorsed over to the Company. The
Company's stockholders' equity was $23,215,000 at December 31, 2000.

    ADDITIONAL CAPITAL.  The Company is likely to require additional capital
during its fiscal year ending December 31, 2002 to implement its business
strategies, including cash for (i) payment of increased operating expenses such
as salaries for additional employees; and (ii) further implementation of its
business strategies. Such additional capital may be raised through additional
public or private financings, as well as borrowings.

    On December 15, 2000, the Company entered into an unsecured credit facility
with Asia IT, which provides a $20,000,000 line of credit. Such line of credit
originally expired on December 31, 2001, but has been extended until June 30,
2003. Interest on advances under the credit facility accrues at 2% above US
LIBOR. The Company can draw down on this credit facility for its financing
requirements, upon approval by the Company's Board of Directors and subject to
approval by Asia IT (such approval not to be unreasonably withheld). The Company
is restricted from borrowing funds, directly or

                                       19
<Page>
indirectly, other than through the credit facility with Asia IT, without the
consent of Asia IT. The availability of the credit facility reduces upon the
Company's sale of any of its investment assets. The Company estimates that, in
the foreseeable future, it will need to draw upon such credit facility in order
to meet its liabilities as they come due.

    On November 20, 2001, Asia IT entered into a L10,000,000 ($14,500,000)
credit facility with Medicsight. Such facility matures in November 2004 and is
secured by a lien on all assets of Medicsight. Interest on outstanding amounts
accrues at 2% above GBP LIBOR. Pursuant to such credit facility, Medicsight has
convenanted to undertake a public offering of its ordinary shares in an amount
not less than L25,000,000 not later than March 2002. If Medicsight does not
complete such an offering, the credit facility nevertheless will remain in
place. The loan is convertible into ordinary shares in Medicsight upon
announcement of an Offer to Subscribe, Placing or other public offering of its
ordinary shares at the same price per share as the offering price. Due to the
private offering currently being undertaken by Medicsight, the loan is currently
convertible. In addition, Asia IT acquired approximately 7,080,000 Medicsight
shares from the 15 million shares issued to Nightingale Technologies as part of
the Insights acquisition.

    At December 31, 2001, the Company had drawn down approximately $1,070,000
under the $20 million facility with Asia IT, and Medicsight had drawn down
approximately $255,000 under its L10,000,000 ($14,500,000) facility with Asia
IT.

    During March 2002, Medicsight allotted 6,000,000 shares at L1.00 ($1.45) per
share (par value L0.05) of which approximately 3,000,000 shares have been
placed. Asia IT is underwriting the issue. As of March 25, 2002, Medicsight had
received approximately $1,175,000 from the proceeds of such offering.

    To the extent that additional capital is raised through the sale of equity
or equity-related securities, the issuance of such securities could result in
dilution to the Company's stockholders. No assurance can be given, however, that
the Company will have access to the capital markets in the future, or that
financing will be available on acceptable terms to satisfy the Company's cash
requirements to implement its business strategies. If we are unable to access
the capital markets or obtain acceptable financing, our results of operations
and financial conditions could be materially and adversely affected. We may be
required to raise substantial additional funds through other means. The products
derived from our proprietary software, including the Medicsight system, are
expected to account for substantially all of our revenues from operations in the
foreseeable future. Our technology has not yet been fully commercialized, and we
have not begun to receive any revenues from commercial operations. We cannot
assure our stockholders that our technology and products will be commercialized
successfully, or that if so commercialized, that revenues will be sufficient to
fund our operations. If adequate funds are not available to us, we may be
required to curtail operations significantly or to obtain funds through entering
into arrangements with collaborative partners or others that may require us to
relinquish rights to certain of our technologies or products that we would not
otherwise relinquish.

    CRITICAL ACCOUNTING POLICIES.  In December 2001, the Securities and Exchange
Commission requested that all registrants list their three to five most
"critical accounting policies" in the Management's Discussion and Analyses of
Financial Condition and Results of Operations. The Securities and Exchange
Commission indicated a "critical accounting policy" is one which is both
important to the portrayal of the company's financial condition and results and
requires management's most difficult, subjective or complex judgments, often as
a result of the need to make estimates about the effect of matters that are
inherently uncertain. Our significant accounting policies are described in

                                       20
<Page>
the Notes to the consolidated financial statements included in Item 7 of this
Form 10-KSB. We believe that the following accounting policies fit the
definition of critical accounting policies:

    - Impairment of long-lived assets and long-lived assets to be disposed
      of--The Company evaluates the carrying value of long-lived assets for
      impairment whenever events or changes in circumstances indicate that the
      carrying amount of an asset may not be recoverable. The Company's
      assessment for impairment of an asset involves estimating the undiscounted
      cash flows expected to result from use of the asset and its eventual
      disposition. An impairment loss recognized is measured as the amount by
      which the carrying amount of the asset exceeds the fair value of the
      asset.

    - Impairment of excess of purchase price over net assets acquired--The
      Company evaluates the carrying value of goodwill for impairment whenever
      events or changes in circumstances indicate that the carrying amount of an
      asset may not be recoverable. The Company's assessment for impairment of
      an asset involves estimating the undiscounted cash flows expected to
      result from use of the asset and its eventual disposition. An impairment
      loss recognized is measured as the amount by which the carrying amount of
      the asset exceeds the fair value of the asset.

    - Research and development--Costs incurred in connection with the
      development of software products that are intended for sale are accounted
      for in accordance for in accordance with Statement of Financial Accounting
      Standards No.86, "Accounting for the Costs of Computer Software to be
      Sold, Leased, or Otherwise marketed". Costs incurred prior to
      technological feasibility being established for the product are expensed
      as incurred. Technological feasibility is established upon completion of
      detail program design or, in its absence, completion of a working model.
      Thereafter, all software production costs are capitalized and subsequently
      reported at the lower of unamortized cost or net realizable value.
      Capitalized costs are amortized based on current and future revenue for
      each product with an annual minimum equal to the straight-line
      amortization over the remaining estimated economic life of the product.
      Amortization commences when the product is available for general release
      to customers.

    - Recent accounting pronouncements--In June 2001, the Financial Accounting
      Standards Board authorized the issuance of Statement of Financial
      Accounting Standards ("SFAS") No. 141, Business Combinations, and SFAS
      No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires the
      use of the purchase method of accounting for all business combinations
      initiated after June 30, 2001. SFAS No. 141 requires intangible assets to
      be recognized if they arise from contractual or legal rights or are
      "separable", i.e., it is feasible that they may be sold, transferred,
      licensed, rented, exchanged or pledged. As a result, it is likely that
      more intangible assets will be recognized under SFAS No. 141 than its
      predecessor, APB Opinion No. 16 although in some instances previously
      recognized intangibles will be subsumed into goodwill.

    - Under SFAS No. 142, goodwill will no longer be amortized over its
      estimated useful life, but will be tested for impairment on an annual
      basis and whenever indicators of impairment arise. The goodwill impairment
      test, which is based on fair value, is to be performed on a reporting unit
      level. A reporting unit is defined as a SFAS No. 131 operating segment or
      one level lower.. Goodwill will no longer be allocated to other long-lived
      assets for impairment testing under SFAS No. 121, Accounting for the
      Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
      of. Additionally, goodwill on equity method investments will no longer be
      amortized; however, it will continue to be tested for impairment in
      accordance with Accounting Principles Board Opinion No. 18, The Equity
      Method of Accounting for Investments in Common Stock. Under SFAS No. 142
      intangible assets with indefinite lives will not be amortized. Instead
      they will be carried at the lower cost or market value and tested for
      impairment at least annually. All other recognized intangible assets will
      continue to be amortized over their estimated useful lives.

                                       21
<Page>
    - SFAS No. 142 is effective for fiscal years beginning after December 15,
      2001 although goodwill on business combinations consummated after July 1,
      2001 will not be amortized. On adoption the company may need to record a
      cumulative effect adjustment to reflect the impairment of previously
      recognized intangible assets. In addition, goodwill on prior business
      combinations will cease to be amortized. The Company has not determined
      the impact that these Statements will have on intangible assets or whether
      a cumulative effect adjustment will be required upon adoption.

    - SFAS No. 143. In June 2001, the FASB issued SFAS No. 143, Accounting for
      Asset Retirement Obligations. SFAS No. 143 requires the fair value of a
      liability for asset retirement obligations be recognized in the period in
      which it is incurred if a reasonable estimate of the fair value can be
      made. The associated asset retirement costs are capitalized as part of the
      carrying amount of the related long-lived asset. SFAS No. 143 is effective
      for financial statements issued for fiscal years beginning after June 15,
      2002. The Company has not yet assessed the potential impact of the
      adoption of SFAS No. 143.

    - In August 2001, the FASB issued SFAS No. 144, "Accounting for the
      Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supersedes SFAS
      No. 121, "Accounting for the Impairment of Long-Lived Assets and for
      Long-Lived Assets to Be Disposed Of", in that it removes goodwill from its
      impairment scope and allows for different approaches in cash flow
      estimation. However, SFAS No. 144 retains the fundamental provisions of
      SFAS No. 121 for (a) recognition and measurement of long-lived assets to
      be held and used and (b) measurement of long-lived assets to be disposed
      of. SFAS No. 144 also supersedes the business segment concept in APB
      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 Transactions," in that it permits
      presentation of a component of an entity, whether classified as held for
      sale or disposed of, as a discontinued operation. However, SFAS No. 144
      retains the requirement of APB Opinion No. 30 to report discontinued
      operations separately from continuing operations. The Company is required
      to adopt the provision of SFAS No. 144 beginning with its fiscal year that
      starts January 1, 2002. The Company does not believe that adoption of
      SFAS 144 will have a material effect on its consolidated financial
      statements.

ITEM 7.  FINANCIAL STATEMENTS.

    The information required by this Item is included on pages F-1 to F-20 of
this Annual Report.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

PREVIOUS INDEPENDENT ACCOUNTANTS

    CALLAGHAN NAWROCKI LLP.  On June 26, 2000, the Company and its independent
accountants, Callaghan Nawrocki LLP, mutually agreed that Callaghan Nawrocki LLP
would terminate its relationship as the Company's auditors. The Board of
Directors recommended and approved the decision to change independent
accountants.

    The reports of Callaghan Nawrocki LLP on the financial statements for the
year ended December 31, 1998 contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles, except for the report on the 1998 audited financial
statements which included a modification on the Company's ability to continue as
a going concern. In connection with the audit for the year ended December 31,
2000, the Company's new independent accountants, Arthur Andersen, conducted an
independent audit of the financial statements for the year ended December 31,
1999, and in connection therewith, the Company amended its Annual Report for the
year ended December 31, 1999 to include the financial statements for such year
as

                                       22
<Page>
audited by Arthur Andersen. The amended and restated financial statements for
the year ended December 31, 1999 modified, in certain respects, the financial
statements for such fiscal year as previously reported.

    In connection with its audit for the year ended December 31, 1998, there
were no disagreements with Callaghan Nawrocki LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure that, if not resolved to the satisfaction of Callaghan Nawrocki LLP,
would require disclosure.

    ARTHUR ANDERSEN.  On June 26, 2000, the Company engaged Arthur Andersen as
its independent accountants to examine and report on the Company's financial
statements for the year ended December 31, 2000. This engagement was ratified by
the stockholders of the Company at the Company's 2000 Annual Meeting. Prior to
its engagement of Arthur Andersen, the Company did not consult with Arthur
Andersen on items which (a) were, or should have been, subject to SAS 50 or
(b) concerned a disagreement or reportable event with Callaghan Nawrocki LLP as
described in Regulation S-B Item 304(a)(2).

    On December 31, 2001, Arthur Andersen resigned as the Company's independent
auditors.

    During the fiscal year ended December 31, 2000 and for the period from
inception (October 18, 1999) to December 31, 1999 and through December 31, 2001,
there were no disagreements between the Company and Arthur Andersen on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure which, if not resolved to the satisfaction of Arthur
Andersen, would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its report.

    The reports of Arthur Andersen on the financial statements for the year
ended December 31, 2000 and for the period from inception (October 18, 1999) to
December 31, 1999, contained no adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or accounting
principles. Arthur Andersen provided the Company with a letter agreeing with the
foregoing statements as to Arthur Andersen, and a copy of such letter is filed
as an exhibit to the Company's Current Report on Form 8-K, filed with the SEC on
January 8, 2002.

NEW INDEPENDENT ACCOUNTANT

    On January 2, 2002, the Company engaged BDO Stoy Hayward to act as its
independent accountant to examine and report on the Company's financial
statements for the year ended December 31, 2001. Prior to its engagement of BDO
Stoy Hayward, the Company did not consult with BDO Stoy Hayward on items which
(a) were, or should have been, subject to SAS 50 or (b) concerned a disagreement
or reportable event with Arthur Andersen as described in Regulation S-B Item
304(a)(2).

                                       23
<Page>
                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

    The following table sets forth the current officers and directors of HTTP:

<Table>
<Caption>
NAME                                                AGE                         POSITION
----                                              --------   ----------------------------------------------
<S>                                               <C>        <C>
Stefan Allesch-Taylor...........................     32      Chairman, Chief Executive Officer, Chief
                                                             Financial Officer and Director
Matthew Gill....................................     30      Director
Mark Warde-Norbury..............................     38      Director
</Table>

    Directors are elected in accordance with the Company's by-laws to serve
until the next annual stockholders meeting and until their successors are
elected in their stead. The Company does not currently pay compensation to
directors for services in that capacity. Officers are elected by the Board of
Directors and hold office until their successors are chosen and qualified, until
their death or until they resign or have been removed from office. All corporate
officers serve at the discretion of the Board of Directors. There are no family
relationships between any director or executive officer and any other director
or executive officer of the Company.

    STEFAN ALLESCH-TAYLOR has been our Chairman and Chief Executive Officer
since December 1999. Since that date, his principal role has been to oversee
corporate affairs of HTTP, including the creation of Medicsight.
Mr. Allesch-Taylor has served as Chairman of STG Holdings PLC, a U.K. investment
company, since 1997; STG is a major stockholder of HTTP Technology, Inc. and a
number of other businesses. Mr. Allesch-Taylor led the team at STG that
organized the Company and also acquired International Cellulose Company Limited
in 2001. Over the past eight years, he has served as a Director of a wide
variety of companies and acted for a number of substantial international trusts
involved in the finance and technology sectors.

    MATTHEW GILL has served as a director of the Company since January 7, 2002.
He obtained a BA (Hons) degree in 1995 and joined STG Holding PLC in 1996. For
the past six years, Mr. Gill has worked on a number of corporate acquisitions
and corporate finance matters as well as UK Public Company compliance. He was
appointed a director of STG on February 19, 2002. In April 1999, he was
appointed a Business Advisor to The Princes Trust, a charity assisting new
businesses sponsored by the Trust, and continues to serve in that role.

    MARK WARDE-NORBURY has served as a director of the Company since
January 29, 2001. He graduated from Durham University and spent fourteen years
with the investment bank Robert Fleming & Co. and its subsidiary company Save &
Prosper Group. As a senior manager in the bank, Mr. Warde-Norbury helped to
launch and manage the Fleming Private Banking operation in the UK, working in
conjunction with the Commercial Banking and Corporate Finance departments.
Mr. Warde-Norbury's primary responsibilities for the Company will be in creating
the structures of joint partnerships and alliances for our proprietary
technology, and in presenting the company's varied operations and products. He
is an Affiliate of The Securities Institute, and a Securities and Futures
Authority (SFA) authorized Corporate Advisor, as well as a director of Capital
Strategy PLC. Until January 2002, Mr. Ward-Norbury was a director and
shareholder of STG Holdings PLC, the majority stockholder of the Company.

    Significant employees of Medicsight are:

    PETER VENTON OBE was appointed as a director of Medicsight on November 22,
2001. Mr. Venton has over 30 years' experience in the computing and
telecommunications industry and holds several patents in the sector. Between
1985 and 2000, Mr. Venton held various chief executive posts, including Plessey
Radar which became Siemens Plessey Electronic Systems after its takeover by
Siemens in 1989. From 1993 to 1996, he was the Chief Executive of GEC-Marconi
Prime Contracts. From 1997 to 2000,

                                       24
<Page>
Mr. Venton was the Regional Managing Director of GEC PLC (BAE Systems from
December 1999), the supplier of defense, telecommunications, medical and
industrial products and systems. He currently serves as the Deputy Chairman of
International Hospitals Group and is the Technical Audit Chairman for the
Defence Evaluation and Research Agency. He was made a member of the Order of the
British Empire (OBE) in the Queen's Birthday Honours in 1989 for services to UK
Industry. From March 2001 to January 27, 2002 Mr. Venton was a director of the
Company.

    TONY DOWZALL was appointed Chief Operating Officer of Medicsight on
April 8, 2002. Mr. Dowzall was awarded a BA (Hons) degree in Business Studies
from Bournemouth University in 1988, and has subsequently completed an Executive
Development course at Harvard Business School. Mr. Dowzall began his career at
Nestle (UK) Ltd as a Sales Account Executive and then went on to work for STC
Electronic Services Ltd., where he held the post of Senior Procurement Manager
and was responsible for negotiating and purchasing computer IT equipment with a
L1.5 million monthly budget. Thereafter, Mr. Dowzall joined Epson (UK) Ltd. as a
Business Manager and was responsible for a 5% market share increase over a
two-year period. In 1992 Mr. Dowzall joined Compaq as a Product Manager based in
Munich. After five years he became the Director of the Consumer Product
Development Centre, where he drove a L129 million business Profit & Loss
turnaround in three years. In 1999, Mr. Dowzall was promoted to Vice
President & General Manager of Compaq's Consumer Division based in Houston,
Texas. He was responsible for leading worldwide business and product strategy
for the $18.4 billion consumer computer group. Within two years, Mr. Dowzall
achieved sustained market leadership and industry exceeding growth of over 24%
whilst reducing direct operating costs.

    MARK CHARLTON was appointed Chief Financial Officer of Medicsight on
March 20, 2002. Mr. Charlton is a qualified Chartered Accountant who began his
career at Deloitte & Touche. From 1998 to 2001, Mr. Charlton was Chief Financial
Officer at the software company Orchestream Holdings PLC from May 2000 until
February 2002 and Vice President--Finance and Operations from September 1998
until May 2000. He was instrumental in listing that company on the London Stock
Exchange and NASDAQ, raising equity funding and completing the subsequent
acquisition of NASDAQ listed CrossKeys Networks Systems, Inc. Prior to that, he
served as an independent consultant to several companies, including Taylor
Nelson Sofres PLC, Diageo PLC, Compagnie Financiere Richemont AG, the holding
company for organizations such as Rothmans International and Vendome Group, and
United Artists communications, working on corporate and accounting matters.
Mr. Charlton is a South African citizen and qualified as a Chartered Accountant
(S.A.) in 1993 while employed by Deloitte & Touche. He received a Bachelor of
Accounting Sciences (Honours) from the University of South Africa in 1992.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

    Under the securities laws of the United States, the Company's directors, its
executive officers, and any persons holding more than ten percent of the
Company's common stock are required to report their initial ownership of the
Company's common stock and any subsequent changes in that ownership to the
Securities and Exchange Commission (the "Commission"). Specific due dates for
these reports have been established and the Company is required to disclose any
failure to file by these dates. Each of Stefan Allesch-Taylor and Mark
Warde-Norbury (current directors of the Company), Sir Euan Calthorpe, Bt. (a
former director of the Company) and STG Holdings PLC (a beneficial owner of more
than 10% of the outstanding Common Stock) filed late Forms 4 with respect to
acquisitions by STG Holdings PLC of our Common Stock during the current fiscal
year as required by Section 16(a) of the Exchange Act. In addition, Asia IT, a
beneficial owner of more than 10% of our outstanding Common Stock) has not filed
a Form 3 with respect to its original acquisition of our Common Stock, as
required by Section 16(a) of the Exchange Act. The failure of each such person
and entity to timely file the required reports with the SEC is considered a
knowing violation of Section 16(a) of the Exchange Act.

                                       25
<Page>
ITEM 10.  EXECUTIVE COMPENSATION.

    The following table summarizes calendar 2001 compensation for services in
all capacities of the Company's executive officers.

    SUMMARY COMPENSATION TABLE

<Table>
<Caption>
                                                                                  LONG-TERM
                                                                                COMPENSATION
                                                                           -----------------------
                                                                              AWARDS      PAYOUTS
                                               ANNUAL COMPENSATION         ------------   --------
                                         -------------------------------    SECURITIES      LTIP
                                                     SALARY      BONUS      UNDERLYING    PAYOUTS     ALL OTHER
NAME AND PRINCIPAL POSITION                YEAR       ($)         ($)      OPTIONS (#)      ($)      COMPENSATION
---------------------------              --------   --------   ---------   ------------   --------   ------------
<S>                                      <C>        <C>        <C>         <C>            <C>        <C>
Stefan Allesch-Taylor .................    2001     120,056          --             --         --             --
  Chairman and CEO                         2000     172,741          --             --         --             --
                                           1999          --          --             --         --             --

Jason E. Forsyth, CFO(2)...............    2001      90,788          --             --         --             --
                                           2000     115,967          --             --         --             --
                                             --          --          --             --         --             --

Christopher J. Wilkes, ................    2001          --          --             --         --             --
  President and CEO(1)                     2000          --          --             --         --             --
                                           1999          --          --             --         --             --
</Table>

------------------------

(1) Christopher J. Wilkes served as the Company's President and Director from
    September 30, 1996 to January 10, 2000. He resigned from his positions with
    the Company as a result of the implementation of the Reorganization
    Agreement.

(2) Jason E. Forsyth resigned as the Company's Chief Financial Officer effective
    December 27, 2001.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

    The following table sets forth certain information regarding beneficial
ownership of the Company's common stock as of March 26, 2002, and before by:

    - each person known by the Company to be the beneficial owner of more than
      5% of the outstanding common stock;

    - each person serving as a director or executive officer of the Company; and

    - all executive officers and directors of the Company as a group.

    Beneficial ownership is determined in accordance with the rules of the
Commission. In general, a person who has voting power and/or investment power
with respect to securities is treated as a beneficial owner of those securities.
For purposes of this table, shares subject to outstanding warrants and options
exercisable within 60 days of the date of this Annual Report are considered as
beneficially owned by the person holding such securities. To our knowledge,
except as set forth in this table, we believe that the persons named in this
table have sole voting and investment power with respect to the shares shown.
Except as otherwise indicated, the address of each of the directors, executive
officers and 5% shareholders in this table is as follows: HTTP
Technology, Inc., 46 Berkeley Square, London, UNITED KINGDOM, W1J 5AT

                                       26
<Page>
    Percentage beneficially owned is based upon 57,868,582 shares of Common
Stock issued and outstanding as of March 26, 2002.

<Table>
<Caption>
                                                          NUMBER OF SHARES      PERCENTAGE OF COMMON
NAME OF BENEFICIAL OWNER                                 BENEFICIALLY OWNED   EQUITY BENEFICIALLY OWNED
------------------------                                 ------------------   -------------------------
<S>                                                      <C>                  <C>
5% BENEFICIAL OWNERS

STG Holdings PLC ......................................      36,006,450                 62.2%
  46 Berkeley Square
  London, United Kingdom
  W1J 5AT

Societe Privee, as Nominee ............................       4,176,443(1)               7.2%
  22 Grosvenor Square, London,
  United Kingdom W1X 9LF

DIRECTORS AND OFFICERS

Stefan Allesch-Taylor..................................      40,520,926(2)              70.0%

Matthew Gill...........................................      36,006,450(3)              62.2%

Mark Warde-Norbury.....................................         123,524(4)                 *

Total Officers and Directors as a Group (3 persons)....      40,644,450                 70.2%
</Table>

------------------------

*   Less than 1%.

(1) Consists of the holdings of 69 individuals and corporate entities none of
    whom i) holds more than 3.6% of the issued and outstanding shares of the
    Company; and ii) is an officer, director or control person or is related to
    an officer, director, control person or an affiliate.

(2) Includes 36,006,450 shares of common stock directly owned by STG Holdings
    PLC. As a significant shareholder and a director of STG, Mr. Allesch-Taylor
    may be deemed to control the investment and voting decisions with respect to
    the stock held by STG in the Company.

(3) Consists of 36,006,450 shares of common stock directly owned by STG Holdings
    PLC. As a significant shareholder and a director of STG, Mr. Gill may be
    deemed to control the investment and voting decisions with respect to the
    stock held by STG in the Company.

(4) Consists of 40,000 shares held by a spouse, Lucy Warde-Norbury and 83,524
    shares directly owned by Capital Strategy PLC. As a significant shareholder
    of Capital Strategy PLC, Mr. Warde-Norbury may be deemed to control the
    investment and voting decisions with respect to the stock held by Capital
    Strategy in the Company

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    FAIRFAX EQUITY LTD.  On October 27, 1999, the Company entered into a
conditional Acquisition Agreement and Plan of Reorganization (the
"Reorganization Agreement") with Fairfax Equity Ltd. ("Fairfax"), a holding
company, and the stockholders of Fairfax whereby the Company would acquire all
of the issued capital stock of Fairfax. On December 22, 1999, all the conditions
precedent to the Reorganization Agreement were met by the Company and,
accordingly, the Company and Fairfax proceeded to implement the transactions
contemplated by the Reorganization Agreement. Pursuant to this implementation,
the Company issued a total of 17,280,000 shares of common stock to the
shareholders of Fairfax in order to acquire 100% of the issued capital stock of
Fairfax. These shares accounted for 80.3% of the issued share capital of the
Company. The shareholders of Fairfax as a group thus acquired a majority of the
shares issued and STG, the major shareholder of Fairfax,

                                       27
<Page>
controlled 60.2% of the Company. STG is an English company. Simultaneously with
the closing of the Reorganization Agreement, Stefan Allesch-Taylor, the
Company's current Chairman, Chief Executive Officer and Director, Nicholas
Thistleton, and Sir Euan Calthorpe, Bt., a current Director, were appointed to
the Board of Directors. In February 2001, Mark Warde-Norbury was appointed as a
Director of the Company. Mr. Allesch-Taylor is Chairman, and Mr. Gill is a
director, of STG.

    ACQUISITION OF CORE VENTURES, LTD.  In September 2000, we acquired Core
Ventures Limited ("Core"), a privately held Internet venture company, from Troy
Limited, a Cayman corporation. Under the agreement, we issued 3,600,000 shares
of our Common Stock for 100% of the outstanding stock of Core. Core's principal
asset was an interest of less than 1% in Red Cube, a voice-over-IP
telecommunications provider, and warrants to purchase further shares (less than
3%) in Red Cube. The agreement provided in part that Dr. Alexander Nill, a
principal of Troy, guaranteed to us that, as of December 15, 2000, Core would
have had assets of not less than $25,000,000. At the time of this transaction,
Dr. Nill was one of our directors. He resigned from that position, effective
February 27, 2001.

    On December 27, 2000, Dr. Nill signed a Memorandum of Understanding
stipulating that the net assets of Core were estimated to be approximately
$2,500,000 and that the warrants to purchase further Red Cube stock held by Core
had no value. Dr. Nill acknowledged that he had been served by us with a formal
demand to honor his obligations to us pursuant to the terms of the personal
guarantee provided by him as security for the Core acquisition. As part of this
obligation, we have received 3,140,000 shares (the "Escrow Shares") of our
Common Stock from Dr. Nill, all of which have been duly endorsed and placed into
an escrow account. In addition, approximately 930,000 shares of our Common Stock
still held by Dr. Nill have been frozen on our books. In the fiscal quarter
ended September 30, 2001, an agent, NYPPe, LLC, was assigned by the escrow agent
to dispose of the Escrow Shares in a secondary private placement. As of
December 31, 2001 15,000 of the Escrow Shares had been sold, resulting in net
proceeds to the Company of approximately $75,000.

    On March 6, 2002, Core entered into voluntary liquidation proceedings. In
accordance with the Companies Act governing companies organized in the British
Virgin Islands, Core has appointed a liquidator to assess the fair value of its
assets. We intend to initiate legal proceedings in the State of New York to
enforce Dr. Nill's guarantee and to seek compensation for the shortfall in value
on the guarantee, approximately $9,109,000, which has not yet been provided to
us by Dr. Nill.

    ACQUISITION OF INSIGHTS.  On December 29, 2000, the Company acquired all of
the issued and outstanding shares of Insights, formerly known as Nightingale
Technologies Ltd., in a stock-for-stock transaction valued then at approximately
$180 million (the "Insights Offer"). The Company received the shares of Insights
on that date but, pursuant to the terms of the Insights Offer, was not required
to pay any consideration for the Insights shares until certain conditions were
met. The first of these conditions, that the Company receive a validation by
DERA as to the technical and commercial viability of Insights' proprietary
technology, was satisfied on February 22, 2001. As such, the Company issued the
first tranche of contingent consideration of 15,000,000 shares of its Common
Stock on that date to Asia IT, Nightingale, Emirates Nominees and other former
shareholders of Insights on the instruction of Nightingale. As a result of such
transactions, each of Nightingale, Asia IT and Emirates Nominees became an owner
of 5% or more of the Company's Common Stock. In connection with the Company's
recent corporate reorganization, the assets of Insights have been transferred
and costs associated with the development of the Medicsight system have been
reimbursed and assigned by way of a loan note to Medicsight. The amount of the
loan note from the Company was approximately $5,379,000, and this loan note has
been converted into 58,828,582 ordinary shares of Medicsight. Subsequent to
September 30, 2001, upon agreement with the seller of Insights and in variance
of the conditions precedent set forth in the original agreement, the parties
agreed that the obligation to issue the second tranche of contingent
consideration may be satisfied by the direct issuance of shares in Medicsight.
On November 22, 2001, Medicsight issued 15,000,000 shares in Medicsight to
Nightingale,

                                       28
<Page>
and Nightingale accepted such shares in satisfaction of the Company's obligation
under the original purchase agreement. As of the date hereof, there is no public
market for the Medicsight shares. Nightingale is an 8.6% stockholder of the
Company. Asia IT was a shareholder of Nightingale. Asia IT was also a
stockholder owning more than 5% of our Common Stock at the time of this
acquisition.

    CREDIT FACILITIES FROM ASIA IT.  On December 15, 2000, the Company entered
into an unsecured credit facility with Asia IT, which provides a $20,000,000
line of credit. Asia IT is the beneficial owner of 7,511,600 shares (or 12.2% of
the outstanding shares) of Common Stock at December 31, 2001. Such line of
credit originally expired on December 31, 2001, but has been extended until
June 30, 2003. Interest on advances under the credit facility accrues at 2%
above US LIBOR. The Company can draw down on this credit facility for its
financing requirements, upon approval by the Company's Board of Directors and
subject to approval by Asia IT (such approval not to be unreasonably withheld).
The Company is restricted from borrowing funds, directly or indirectly, other
than through the credit facility with Asia IT, without the consent of Asia IT.
The availability of the credit facility reduces upon the Company's sale of any
of its investment assets. As of the date of this Annual Report, the Company has
drawn down approximately $1,340,000 under this credit facility. The Company
estimates that, in the foreseeable future, it will need to further draw upon
such credit facility in order to meet its liabilities as they come due.

    On November 20, 2001, Asia IT entered into a L10,000,000 ($14,500,000)
credit facility with Medicsight. Such facility matures in November 2004 and is
secured by a lien on all of the assets of Medicsight. Interest on outstanding
amounts accrues at 2% above LIBOR. Pursuant to such credit facility, Medicsight
has covenanted to undertake a public offering of its ordinary shares in an
amount not less than L25,000,000 not later than March 2002. The outstanding loan
may be converted, with the consent of Medicsight, into ordinary shares of
Medicsight at the time Medicsight makes the public offering, at the public
offering price.

    LEASE OF OFFICES.  The Company's corporate offices at 46 Berkeley Square are
leased by International Cellulose Company Limited (ICCL), a company registered
in England and Wales. STG Holdings PLC, the majority stockholder of HTTP
Technology, acquired 100% of the issued share capital of International Cellulose
Company Limited in November 2001. Rent on 46 Berkeley Square is managed by
Berkeley Square Ventures Limited (BSV), a property management company
incorporated in England and Wales. Berkeley Square Ventures Limited estimates
the rental space occupied by the tenants and collects the rents from the tenants
(including HTTP and ICCL) on behalf of ICCL. There are no formal leases between
BSV and the tenants or a formal agreement between ICCL and BSV for BSV to
collect the rent due. In 2001 the Company paid BSV $285,000 in rent.

                                       29
<Page>
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(A) EXHIBITS

<Table>
<Caption>
       EXHIBIT
         NO.                                    DESCRIPTION
---------------------   ------------------------------------------------------------
<C>                     <S>
         1.1            Underwriting Agreement between Internet Holdings, Inc. and
                          Panther Capital Ltd., dated January 6, 2000(1)
         2.1            Articles of Merger of HTTP Technology, Inc., a Utah
                          corporation(2)
         2.2            Certificate of Merger of HTTP Technology, Inc., a Delaware
                          corporation(2)
         2.3            Offering Document to acquire shares of Radical Technology
                          PLC(3)
         3.1            Certificate of Incorporation of HTTP Technology, Inc. and
                          amendments thereto(2)
         3.2            By-Laws of HTTP Technology, Inc.(2)
         4.1            Loan Note issued by HTTP Insights, Ltd. to Nightingale
                          Technologies Ltd.(8)
        10.1            Stock Purchase Agreement, dated as of September 7, 2000,
                          between Troy Ventures Ltd. and Internet Holdings, Inc.(4)
        10.2            Share Sale Agreement between Nightingale Technologies
                          Limited and HTTP Technology, Inc.(5)
        10.3            Letter Agreement between Asia IT Capital Investments, Ltd.
                          and HTTP Technology, Inc.(8)
        10.4            Letter Agreement between Asia IT Capital Investments, Ltd.
                          and Medicsight PLC (filed herewith)
        16.1            Letter from Callaghan Nawrocki LLP regarding change in
                          certifying accountant dated June 30, 2000.(6)
        16.2            Letter from Arthur Andersen regarding change in certifying
                          accountant, dated January 8, 2002.(7)
        21.1            Subsidiaries (filed herewith)
</Table>

------------------------

(1) Incorporated herein by reference to the Company's Current Report on
    Form 8-K filed January 31, 2000.

(2) Incorporated herein by reference to the Company's Current Report on
    Form 8-K filed on January 10, 2001.

(3) Incorporated herein by reference to the Company's Current Report on
    Form 8-K filed on May 23, 2000.

(4) Incorporated herein by reference to the Company's Current Report on
    Form 8-K filed September 27, 2000.

(5) Incorporated herein by reference to the Company's Current Report on
    Form 8-K filed March 7, 2001.

(6) Incorporated herein by reference to the Company's Current Report on
    Form 8-K filed June 30, 2000.

(7) Incorporated herein by reference to the Company's Current Report on
    Form 8-K, filed January 7, 2002, as amended on January 8, 2002

(8) Incorporated herein by reference to the Company's Registration Statement on
    Form SB-2, filed December 26, 2001.

(B) REPORTS ON FORM 8-K

    None.

                                       30
<Page>
                     HTTP TECHNOLOGY, INC. AND SUBSIDIARIES
                       CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF DECEMBER 31, 2001
                   TOGETHER WITH INDEPENDENT AUDITORS' REPORT
<Page>
                     HTTP TECHNOLOGY, INC. AND SUBSIDIARIES

                       CONSOLIDATED FINANCIAL STATEMENTS

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

<Table>
<S>                                                           <C>
Independent Auditors' Report of BDO Stoy Hayward (fiscal
  year ended December 31, 2001).............................           F-2

Independent Auditors' Report of Arthur Andersen (fiscal year
  ended December 31, 2000)..................................           F-3

Consolidated Balance Sheet as of December 31, 2001..........           F-4

Consolidated Statements of Operations for the years ended
  December 31, 2001 and December 31, 2000...................           F-5

Consolidated Statements of Stockholders' Equity for the
  years ended December 31, 2001 and December 31, 2000.......           F-6

Consolidated Statements of Cash Flow for the years ended
  December 31, 2001 and December 31, 2000...................           F-7

Notes to the Consolidated Financial Statements..............   F-8 to F-20
</Table>

                                      F-1
<Page>
                          INDEPENDENT AUDITORS' REPORT

Board of Directors
HTTP Technology, Inc.
London, England

    We have audited the accompanying consolidated balance sheet of HTTP
Technology, Inc., as of December 31, 2001 and the related consolidated
statements of operations, stockholders' equity, and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of HTTP
Technology, Inc. at December 31, 2001, and the results of its operations and its
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.

BDO Stoy Hayward

London, England
March 27, 2002

                                      F-2
<Page>
                          INDEPENDENT AUDITORS' REPORT

To the Shareholders and Directors of
HTTP Technology, Inc.

    We have audited the consolidated balance sheet of HTTP Technology, Inc.,
formerly Internet Holdings, Inc., and subsidiaries as of December 31, 2000, and
the accompanying related consolidated statement of operations, stockholders
equity and cash flows for the year then ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

    Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of HTTP
Technology, Inc. and Subsidiaries as of December 31, 2000, and the results of
their operations and their cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States.

ARTHUR ANDERSEN

London, England
April 11, 2001

                                      F-3
<Page>
                     HTTP TECHNOLOGY, INC. AND SUBSIDIARIES
                       (FORMERLY INTERNET HOLDINGS, INC,)

                           CONSOLIDATED BALANCE SHEET

                               DECEMBER 31, 2001

<Table>
<Caption>
                                                                  2001
                                                              ------------
<S>                                                           <C>
                           ASSETS
CURRENT ASSETS:
Cash and cash equivalents...................................       202,662
Accounts receivable (net of allowance for doubtful debts of
  $74,000)..................................................        93,398
Other receivables...........................................       182,661
Prepaid expenses............................................       117,605
VAT Receivable..............................................        60,676
                                                              ------------
  Total current assets......................................       657,002

PROPERTY AND EQUIPMENT, at cost, net of accumulated
  depreciation of $315,000..................................       358,874

INVESTMENTS, at cost........................................       700,100

SECURITY DEPOSITS...........................................        50,119

INTANGIBLE ASSET, at cost, net of accumulated amortization
  of $4,494,000.............................................    17,976,000

EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED, net of
  accumulated amortization of $16,645,000...................    88,918,408

  Total assets..............................................  $108,660,503
                                                              ============

            LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable............................................       641,087
Accrued expenses............................................       436,849
Accrued professional expenses...............................       208,906
Short term debt.............................................     4,574,852
                                                              ------------
  Total current liabilities.................................     5,861,694
                                                              ------------
CAPITAL LEASE...............................................        18,856
                                                              ------------
  Total liabilities.........................................     5,880,550
                                                              ------------
STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value, 100,000,000 shares
    authorized, 57,868,582 shares issued and outstanding....        57,869

Additional paid-in capital..................................   166,298,623
  Vendor guarantee..........................................   (10,000,000)
Cumulative foreign currency translation adjustment..........       (44,269)
Accumulated deficit.........................................   (54,458,798)
                                                              ------------
  Total stockholders' equity................................   101,853,425
MINORITY INTEREST...........................................       926,528
                                                              ------------
  Total stockholders' equity................................   102.779.953
  Total liabilities and stockholders' equity................  $108,660,503
                                                              ============
</Table>

        The accompanying notes are an integral part of these statements.

                                      F-4
<Page>
                     HTTP TECHNOLOGY, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

          FOR THE YEARS ENDED DECEMBER 31, 2001 AND DECEMBER 31, 2000

<Table>
<Caption>
                                                                  2001           2000
                                                              ------------   ------------
<S>                                                           <C>            <C>
REVENUES....................................................  $    225,086   $    514,152

EXPENSES:
Selling, general and administrative.........................    10,521,623      5,784,838
Software development cost...................................        76,934      2,020,024
Research and development cost...............................     1,266,000              0
Impairment of intangibles...................................       386,715              0
Impairment of investments...................................     2,412,239        224,948
Income on stockholder guarantee.............................             0    (19,109,329)
Impairment of other receivable..............................             0     19,109,329
Impairment of vendor guarantee..............................     9,109,352              0
Amortization of goodwill....................................    15,384,820      1,259,871
Impairment of goodwill......................................     7,217,404              0
                                                              ------------   ------------
                                                                46,375,087      9,289,681

Operating (loss)............................................   (46,150,001)    (8,775,529)

OTHER INCOME/EXPENSE:
Interest and other income...................................       191,030        138,393
Net foreign exchange losses.................................             0       (109,617)
                                                              ------------   ------------
                                                                   191,030         28,776

Net (loss) before minority interest.........................   (45,958,971)    (8,746,753)

MINORITY INTEREST...........................................       114,084         32,674

Net income (loss)...........................................  $(45,844,887)  $ (8,714,079)

PER SHARE DATA:
Basic and diluted loss per share............................  $      (0.82)  $      (0.24)

Weighted average number of common shares outstanding........    55,690,212     36,383,441
</Table>

        The accompanying notes are an integral part of these statements.

                                      F-5
<Page>
                     HTTP TECHNOLOGY, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
           FOR THE YEAR ENDED DECEMBER 31, 2001 AND DECEMBER 31, 2000
<Table>
<Caption>
                                         COMMON STOCK*
                                     ----------------------     ADDITIONAL         VENDOR                   ACCUMULATED
                                       SHARES       AMOUNT    PAID-IN CAPITAL    GUARANTEE      WARRANTS      DEFICIT
                                     -----------   --------   ---------------   ------------   ----------   ------------
<S>                                  <C>           <C>        <C>               <C>            <C>          <C>
BALANCE, DECEMBER 31, 1999.........   22,718,940    22,719        2,626,002               --           --       (30,228)
                                     ===========   =======     ============     ============   ==========   ============

Issuance of warrants...............           --        --               --               --    4,427,877
Issuance of shares pursuant to
  convertible loan
  note.............................      400,000       400           49,600               --           --            --
Issuance of shares pursuant to
  Regulation S offerings...........   11,600,000    11,600       10,308,148               --           --            --
Issuance of shares upon exercise of
  warrants.........................    2,000,000     2,000        5,425,877               --   (4,427,877)           --
Issuance of shares in connection
  with acquisition of Radical
  Technology PLC...................    2,429,330     2,429       12,144,221               --           --            --
Issuance of shares in connection
  with acquisition of Core Ventures
  Limited..........................    3,600,000     3,600       20,360,831               --           --            --
Less Vendor Guarantee..............           --        --               --      (19,109,330)          --            --

COMPREHENSIVE LOSS

Net loss for the year..............           --        --               --               --           --    (8,714,079)
Net effect of foreign currency
  translation adjustments..........           --        --               --               --           --            --
Exercise of subsidiary stock
  option...........................           --        --               --               --           --       130,396
  Total Comprehensive Loss.........           --        --               --               --           --    (8,583,683)

BALANCE, DECEMBER 31, 2000.........  $42,748,270   $42,748     $ 50,914,679     $(19,109,330)  $       --   $(8,613,911)
                                     ===========   =======     ============     ============   ==========   ============

Issuance of shares in connection
  with acquisition of Radical
  Technology PLC...................      120,312       121          601,449               --           --            --

Issuance of shares in connection
  with acquisition of Nightingale
  Technologies Ltd.................   15,000,000    15,000       92,985,000               --           --            --

Transfer of MDA PLC to STG
  (Holdings) PLC...................           --        --        1,056,620               --           --            --

Impairment of vendor guarantee.....           --        --               --        9,109,330           --            --
Medicsight shares issued to
  Nightingale in settlement of loan
  agreement........................           --        --       20,740,875               --           --            --

COMPREHENSIVE LOSS:
  Net loss for the year............           --        --               --               --           --   (45,844,887)
  Translation adjustment...........
  Total comprehensive loss.........

BALANCE, DECEMBER 31, 2001.........  $57,868,582   $57,869     $166,298,623     $(10,000,000)               $(54,458,798)
                                     ===========   =======     ============     ============   ==========   ============

<Caption>
                                                               TOTAL
                                      ACCUMULATED OTHER    STOCKHOLDERS'
                                     COMPREHENSIVE LOSS       EQUITY
                                     -------------------   -------------
<S>                                  <C>                   <C>
BALANCE, DECEMBER 31, 1999.........             --            2,618,493
                                          ========         ============
Issuance of warrants...............             --            4,427,877
Issuance of shares pursuant to
  convertible loan
  note.............................             --               50,000
Issuance of shares pursuant to
  Regulation S offerings...........             --           10,319,748
Issuance of shares upon exercise of
  warrants.........................             --            1,000,000
Issuance of shares in connection
  with acquisition of Radical
  Technology PLC...................             --           12,146,650
Issuance of shares in connection
  with acquisition of Core Ventures
  Limited..........................             --           20,364,431
Less Vendor Guarantee..............             --          (19,109,330)
COMPREHENSIVE LOSS
Net loss for the year..............             --           (8,714,079)
Net effect of foreign currency
  translation adjustments..........        (19,416)             (19,416)
Exercise of subsidiary stock
  option...........................             --              130,396
  Total Comprehensive Loss.........             --           (8,603,099)
BALANCE, DECEMBER 31, 2000.........       $(19,416)        $ 23,214,770
                                          ========         ============
Issuance of shares in connection
  with acquisition of Radical
  Technology PLC...................                             601,570
Issuance of shares in connection
  with acquisition of Nightingale
  Technologies Ltd.................                          93,000,000
Transfer of MDA PLC to STG
  (Holdings) PLC...................                           1,056,620
Impairment of vendor guarantee.....                           9,109,330
Medicsight shares issued to
  Nightingale in settlement of loan
  agreement........................                          20,740,875
COMPREHENSIVE LOSS:
  Net loss for the year............                                  --
  Translation adjustment...........        (24,853)
  Total comprehensive loss.........                         (45,869,741)
BALANCE, DECEMBER 31, 2001.........       $(44,269)        $101,853,425
                                          ========         ============
</Table>

------------------------------
* All share issuances have been retroactively restated to give effect to 2-for-1
stock split on February 5, 2001

                                      F-6
<Page>
                     HTTP TECHNOLOGY, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOW

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<Table>
<Caption>
                                                                 YEAR ENDED          YEAR ENDED
                                                              DECEMBER 31, 2001   DECEMBER 31, 2000
                                                              -----------------   -----------------
<S>                                                           <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss....................................................     $(45,844,887)       $(8,714,079)
Adjustments to reconcile net loss to net cash used in
  operating activities
  Depreciation and amortization of intangibles..............        4,867,220            253,733
  Impairment of intangibles.................................          386,715                 --
  Amortization of goodwill..................................       15,384,820          1,259,872
  Impairment of goodwill....................................        7,217,404                 --
  Capitalized software development costs written off........           76,934          2,020,024
  Provision for doubtful accounts...........................            2,834             71,041
  Non-cash consulting expenses..............................               --          1,580,055
  Impairment of investment..................................        2,412,239            224,948
  Impairment of vendor guarantee............................        9,109,352                 --
  Minority interest in net earnings of subsidiary...........         (114,084)           (32,674)
Changes in operating assets and liabilities, net of effects
  from acquisitions of businesses...........................
  Decrease in accounts receivable...........................           20,536            197,241
  (Increase) in other receivables...........................          (35,294)           (15,109)
  Decrease/(Increase) in prepaid expenses...................          170,258           (199,209)
  Decrease/(Increase) in VAT receivable.....................           98,356           (159,032)
  (Increase)/Decrease in unbilled services..................          (85,803)            27,433
  Decrease/(Increase) in security deposits..................          194,459           (244,579)
  (Decrease)/Increase in accounts payable...................          (48,464)           157,690
  Increase/(decrease) in accrued expenses...................          267,824            (50,741)
  (Decrease)/Increase in accrued professional expenses......          (28,270)           237,176
                                                                 ------------        -----------
    Net cash (used) in operating activities.................       (5,947,851)        (3,386,210)
                                                                 ------------        -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets....................................         (163,590)          (463,715)
Funds received from Core guarantee..........................           75,193                 --
Capitalized software development costs......................               --            (85,417)
Liquidation/(purchase) of investments.......................        1,660,000         (2,109,137)
                                                                 ------------        -----------
    Net cash from (used in) investing activities............        1,571,603         (2,658,269)
                                                                 ------------        -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in capitalized lease...............................           (4,475)                --
Increase in loan to Insights (pre-acquisition)..............               --         (5,000,000)
(Decrease) in bank overdraft................................         (179,018)           179,018
Increase in line of credit..................................        1,324,851                 --
Decrease in loan note.......................................       (2,756,025)                --
Shares issued on conversion of warrants.....................               --          1,000,000
Exercise of option..........................................               --            130,396
Shares issued for cash......................................               --         15,479,467
                                                                 ------------        -----------
    Net cash (used) provided by financing activities........       (1,614,667)        11,788,881
                                                                 ------------        -----------
Effects of exchange rates on cash and cash equivalents......          (37,558)           (19,416)

NET (DECREASE) INCREASE IN CASH.............................     $ (6,028,473)       $ 5,724,986
                                                                 ------------        -----------
CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD................        6,231,135            506,149
                                                                 ------------        -----------
CASH & CASH EQUIVALENTS, END OF PERIOD......................     $    202,662        $ 6,231,135
                                                                 ============        ===========
Cash paid for income taxes..................................     $        nil        $     8,000

NON CASH FINANCING ACTIVITIES
Issuance of shares for acquisitions.........................     $115,399,064        $32,511,081
Issuance of shares for convertible loan note................     $         --        $    50,000
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-7
<Page>
                     HTTP TECHNOLOGY, INC. AND SUBSIDIARIES
                       (FORMERLY INTERNET HOLDINGS, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) ORGANIZATION AND BASIS OF PRESENTATION

    HTTP Technology, Inc. and its subsidiaries (the "Company") is a developer of
sophisticated software technology. The Company's business objective is to
conceive, develop and commercialize innovative products based around the
Company's core technology. In April 2000, the Company acquired Radical
Technology PLC (now known as HTTP Software PLC) which provided the Company with
a business dedicated to systems integration and software development. In
December 2000, the Company acquired Nightingale Technologies Limited (now known
as HTTP Insights Ltd.), the principal technology of which is a Stochastic
Perception Engine, formerly known as the Data Classification Engine.

    A Stochastic Perception Engine, processes and classifies unstructured data
into meaningful outputs, enabling it to be viewed, interpreted or further
manipulated by the user of the application. Similar technologies sit at the core
of many of today's major software applications.

    HTTP's Stochastic Perception Engine is comprised of four principal modules:
cluster analysis, statistical modeling, classification and prediction. This
technology offers unsurpassed processing speed, accuracy and comprehensiveness
of results when compared to existing data classification or neural network based
technologies.

    The Company is concentrating on the development and commercialization of the
Medicsight system and as such has effectively merged the Insights scientific
department and the Software development department into Medicsight PLC.
Software's own core technology has not been further developed since acquisition.
Software will complete current software maintenance contracts with existing
suppliers. Insights retains the Stochastic Perception Engine.

    The Company is the successor consolidated entity formed by the reverse
acquisition on December 22, 1999 by Fairfax Equity, Ltd. of Internet
Holdings, Inc. a publicly-held company originally incorporated in Utah in 1977,
under the name, Trolley Enterprises, Inc. Fairfax Equity, Ltd. ("Fairfax") which
was treated as the accounting acquirer in the transaction, was incorporated in
the United Kingdom on October 18, 1999. On October 12, 2000, the Company changed
its name from Internet Holdings, Inc. to HTTP Technology, Inc.

    Prior to its reverse acquisition by Fairfax, control of the former Internet
Holdings, Inc., as well as the corporate name, had changed many times. All prior
operations had previously been discontinued and all claims and counterclaims
were settled, the last of which settlements occurred in November 1999.

    Pursuant to the reverse acquisition, Fairfax's shareholders were issued
17,280,000 shares of the Company's common shares, then constituting 80.3% of
outstanding common shares. At the time of acquisition, the majority stockholder
of Fairfax represented the value of its cash and investment assets to be not
less than $2,160,000. In the event that when the investment is realized, the net
proceeds, together with cash at the date of acquisition, total less than
$2,160,000, the majority stockholder of Fairfax has guaranteed to contribute
additional cash to bring the total amount up to $2,160,000 (see Note 3).

    On December 19, 2000, HTTP Technology, Inc. entered into an Agreement and
Plan of Merger with its wholly-owned subsidiary HTTP Technology, Inc., a
Delaware corporation and thereby effected a reincorporation of the Company from
Utah to Delaware.

                                      F-8
<Page>
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

    PRINCIPLES OF CONSOLIDATION--The consolidated financial statements include
the accounts of HTTP Technology, Inc. and its subsidiaries in which it has a
controlling interest. Subsidiaries acquired are consolidated from the date of
acquisition. All inter-company accounts and transactions have been eliminated in
consolidation.

    CASH AND CASH EQUIVALENTS--The Company considers investments with original
maturities of three months or less to be cash equivalents.

    ACCOUNTS RECEIVABLE--Accounts receivable are stated at cost. The Company
maintains allowances for uncollectible accounts. The balance for the years ended
December 31, 2001 and December 31, 2000 for provision of doubtful accounts was
approximately $74,000 and $71,000, respectively.

    INVESTMENTS--Investments consist of equity ownership in various
corporations. The Company records these investments at historical cost, subject
to any provision for impairment.

    PROPERTY AND EQUIPMENT--Property and equipment are stated at cost.
Depreciation is calculated on the various asset classes over their estimated
useful lives, which range from two to five years.

    INTANGIBLE ASSETS--Intangible assets consist primarily of software
development costs, trademarks, workforce and existing contracts. These
intangible assets are being amortized on a straight-line basis over two to five
years. The Company evaluates the periods of amortization continually to
determine whether later events or circumstances warrant revised estimates of
useful lives. The Company viewed the development of the Medicsight system and
staff changes as such and so intangible assets acquired from Software and
Insights (Value of Workforce) were fully impaired in Fiscal 2001. The balance of
the intangibles relates to the Technology acquired from Insights for $22,470,000
less $4,494,000 amortized in Fiscal 2001. Accumulated amortization was
approximately $4,494,000 at December 31, 2001 and approximately $143,000 at
December 31, 2000.

    EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED--Excess of purchase price
over net assets acquired ("goodwill") represents the excess of acquisition
purchase price over the fair value of the net assets acquired. To the extent
possible, a portion of the excess purchase price is assigned to identifiable
intangible assets. Goodwill is being amortized on a straight-line basis over
five years.

    The balance of goodwill (net of amortization of $16,645,000) at
December 31, 2001 of $88,918,000 relates to the acquisition of Insights. The
goodwill attributable to the Insights acquisition comprising the first tranche
of 15 million shares issued by the Company of $67,086,000 and the second tranche
of 15 million shares issued by Medicsight on behalf of the Company of
$21,832,000, both amounts stated after amortization.

    IMPAIRMENT OF EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED--The Company
evaluates the carrying value of goodwill for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. The Company's assessment for impairment of an asset involves
estimating the undiscounted cash flows expected to result from use of the asset
and its eventual disposition. An impairment loss recognized is measured as the
amount by which the carrying amount of the asset exceeds the fair value of the
asset.

    The goodwill attributable to the acquisition of Software was fully impaired
during the fiscal year ended December 31, 2001 in response to the halt on the
development of its own software to concentrate on the Medicsight system. An
impairment of approximately $6,906,000 was recorded. A further impairment of the
goodwill acquired on the acquisition of Insights of $311,000 was recorded during
the fiscal year ended December 31, 2001 after comparing preliminary estimates
with a valuation undertaken on behalf of the company.

                                      F-9
<Page>
    IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF--The
Company evaluates the carrying value of long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. The Company's assessment for impairment of an
asset involves estimating the undiscounted cash flows expected to result from
use of the asset and its eventual disposition. An impairment loss recognized is
measured as the amount by which the carrying amount of the asset exceeds the
fair value of the asset.

    FOREIGN CURRENCY TRANSLATION--The accounts of the Company's foreign
subsidiaries are maintained using the local currency as the functional currency.
For these subsidiaries, assets and liabilities are translated into U.S. dollars
at year-end exchange rates, and income and expense accounts are translated at
average monthly exchange rates. Net gains and losses from foreign currency
translation are excluded from operating results and are accumulated as a
separate component of stockholders' equity.

    Gains and losses on foreign currency transactions are reflected in current
operating results.

    REVENUE RECOGNITION--Revenue is recognized as software maintenance services
are performed, in accordance with the terms of the contractual arrangement,
where persuasive evidence of an arrangement exists, the fee is fixed and
determinable and collection is reasonably assured.

    The Company's principal revenues relate to maintenance and support services
for contracts entered into by Software.

    RESEARCH AND DEVELOPMENT--Costs incurred in connection with the development
of software products that are intended for sale are accounted for in accordance
with Statement of Financial Accounting Standards No. 86, "Accounting for the
Costs of Computer Software to be Sold, Leased, or Otherwise Marketed". Costs
incurred prior to technological feasibility being established for the product
are expensed as incurred. Technological feasibility is established upon
completion of a detail program design or, in its absence, completion of a
working model. Thereafter, all software production costs are capitalized and
subsequently reported at the lower of unamortized cost or net realizable value.
Capitalized costs are amortized based on current and future revenue for each
product with an annual minimum equal to the straight-line amortization over the
remaining estimated economic life of the product. Amortization commences when
the product is available for general release to customers.

    During Fiscal 2001 software development costs of approximately $77,000 were
written off as the projects concerned (Addserver--structure advertising software
and Callanalysis--a website) were halted. During Fiscal 2000, the Company wrote
off $2,020,000 in software development costs. These costs include $1,878,000
previously capitalized upon the acquisition of Software, but which was
subsequently written off during the year. The Company decided to write off such
costs because, after Software was acquired, the Company altered the strategic
direction of Software to focus its resources on other projects, particularly the
Stochastic Perception Engine project (the proprietary technology of Insights).
Software development costs also include $182,000 of in-process research and
development costs that we wrote off when we acquired Software in April 2000.

    INCOME TAXES--The Company has adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes", to account for deferred income
taxes. Deferred taxes are computed based on the tax liability or benefit in
future years of the reversal of temporary differences in the recognition of
income or deduction of expenses between financial and tax reporting purposes.
The net difference, if any, between the provision for taxes and taxes currently
payable is reflected in the balance sheet as deferred taxes. Deferred tax assets
and/or liabilities, if any, are classified as current and noncurrent based on
the classification of the related asset or liability for financial reporting
purposes, or based on the expected reversal date for deferred taxes that are not
related to an asset or liability. Valuation allowances are recorded to reduce
deferred tax assets to that amount which is more likely than not to be realized.

                                      F-10
<Page>
    LOSS PER SHARE--Basic loss per share is calculated by dividing net income or
loss attributable to the stockholders by the weighted average number of shares
of Common Stock outstanding during the period. Diluted loss per share is
calculated by dividing the net income or loss attributable to the stockholders
by the sum of the weighted average number of shares of Common Stock outstanding
and diluted potential shares of Common Stock.

    COMPREHENSIVE LOSS--Comprehensive loss reflects the change in equity of a
business enterprise during a period from transactions and other events and
circumstances from non-owner sources. Comprehensive loss is comprised of net
(loss) and foreign currency translation adjustments.

    FAIR VALUE OF FINANCIAL INSTRUMENTS--Statement of Financial Accounting
Standards 107, requires all entities to disclose the fair value of certain
financial instruments in their financial statements. Accordingly, the Company
reports that the carrying amount of cash and cash equivalents, accounts
receivable, monetary prepayments, accounts payable and accrued liabilities,
advances and short-term debt approximates fair value due to the short maturity
of these instruments.

    SEGMENT REPORTING--The Company follows the provisions of SFAS No. 131,
Disclosure About Segments of an Enterprise and Related Information". This
approach designates the internal organization that is used by management for
making operating decisions and assessing performance as the source of the
Company's reportable segments. SFAS No. 131 also requires disclosures about
products and services, geographic areas and major customers.

    All of the Company's revenues were generated by HTTP Software, which was
acquired during April 2000 and all revenues were generated in the United
Kingdom. During the current year, the Company had three customers that
represented a significant portion of its revenues. The Company acquired two of
these customers during the year ended December 31, 2000. The customers are as
follows:

    Commonwealth Secretariat: approximately $67,000 or 29.8% of sales.

    Eidos Interactive: approximately $58,000 or 25.8% of sales.

    Texaco: approximately $51,000 or 22.7% of sales.

    As of December 31, 2001, receivables from these customers represented 0% of
total accounts receivable. In Fiscal 2000, the sales from the customers
representing greater than 10% of revenues were from Red Cube AG, which accounted
for 26.7% of sales (of which $74,000 was allowed as doubtful), and Texaco, which
accounted for 13.4% of sales. In addition, there were sales to the following
prior to acquisition: Radical Technology PLC, which accounted for 19.3% of
sales, and Nightingale Technologies Ltd, which accounted for 25.7% of sales.

    COMMON STOCK--The holder of each share of common stock outstanding is
entitled to one vote per share.

    STOCK OPTIONS--The Company accounts for stock options under the provisions
of Accounting Principles Board Opinion ("APB") No. 25. Where options are issued
to acquire a fixed number of shares with a fixed exercise price the intrinsic
value measured at the grant date is amortized over the vesting period of the
options. All options issued in 2000 were subsequently cancelled in 2001.
Currently there are no stock options outstanding.

    Options issued to non-employees are accounted for in accordance with the
fair value method under SFAS No. 123. This requires the use of an option pricing
model, to determine the fair value of the option. Currently there are no stock
options issued to non-employees. The measurement date is the earlier of either
of the following:

    - The date at which a commitment for performance is reached (a performance
      commitment) or

                                      F-11
<Page>
    - The date at which the counter party's performance is complete

    USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements as well as revenues and expenses during the reporting period. Actual
results could vary from those estimates.

    RECENT ACCOUNTING PRONOUNCEMENTS--In June 2001, the Financial Accounting
Standards Board authorized the issuance of Statement of Financial Accounting
Standards ("SFAS") No. 141, Business Combinations and SFAS No. 142, Goodwill and
Other Intangible Assets. SFAS No. 141 also requires the use of the purchase
method of accounting for all business combinations initiated after June 30,
2001. SFAS No. 141 requires intangible assets to be recognized if they arise
from contractual or legal rights or are "separable", i.e., it is feasible that
they may be sold, transferred, licensed, rented, exchanged or pledged. Under
SFAS No. 142, goodwill will no longer be amortized over its estimated useful
life, but will be tested for impairment on an annual basis and whenever
indicators of impairment arise. The goodwill impairment test, which is based on
fair value, is to be performed on a reporting unit level. A reporting unit is
defined as a SFAS No. 131 operating segment or one level lower. Goodwill will no
longer be allocated to other long-lived assets for impairment testing under SFAS
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of. Additionally, goodwill on equity method investments
will no longer be amortized; however, it will continue to be tested for
impairment in accordance with Accounting Principles Board Opinion No. 18, The
Equity Method of Accounting for Investments in Common Stock. Under SFAS No. 142
intangible assets with indefinite lives will not be amortized. Instead they will
be carried at the lower cost or market value and tested for impairment at least
annually. All other recognized intangible assets will continue to be amortized
over their estimated useful lives.

    SFAS No. 142 is effective for fiscal years beginning after December 15, 2001
although goodwill on business combinations consummated after July 1, 2001 will
not be amortized. On adoption the company may need to record a cumulative effect
adjustment to reflect the impairment of previously recognized intangible assets.
In addition, goodwill on prior business combinations will cease to be amortized.
The Company has not determined the impact that specific Statements will have on
intangible assets or whether a cumulative effect adjustment will be required
upon adoption.

    SFAS No. 143. In June 2001, the FASB issued SFAS No. 143, Accounting for
Asset Retirement Obligations. SFAS No. 143 requires the fair value of a
liability for asset retirement obligations be recognized in the period in which
it is incurred if a reasonable estimate of the fair value can be made. The
associated asset retirement costs are capitalized as part of the carrying amount
of the related long-lived asset. SFAS No. 143 is effective for financial
statements issued for fiscal years beginning after June 15, 2002. The Company
has not yet assessed the potential impact of the adoption of SFAS No. 143.

    In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." SFAS No. 144 supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of", in that it removes goodwill from its impairment scope and
allows for different approaches in cash flow estimation. However, SFAS No. 144
retains the fundamental provisions of SFAS No. 121 for (a) recognition and
measurement of long-lived assets to be held and used and (b) measurement of
long-lived assets to be disposed of. SFAS No. 144 also supersedes the business
segment concept in APB 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 Transactions," in
that it permits presentation of a component of an entity, whether classified as
held for sale or disposed of, as a discontinued operation. However, SFAS No.144
retains the requirement of APB Opinion No. 30 to report discontinued operations

                                      F-12
<Page>
separately from continuing operations. The Company is required to adopt the
provision of SFAS No. 144 beginning with its fiscal year that starts January 1,
2002. The Company does not believe that adoption of SFAS 144 will have a
material effect on its consolidated financial statements.

(3) INVESTMENTS

    The Company accounts for its investments in non-marketable securities under
the cost method of accounting as it owns less than a 20% interest in each of the
companies. The Company reviews each investment continually to assess for
other-than-temporary decreases in value in its investments. The Company reviews
all available financial and non-financial data, in assessing the extent of any
impairment.

    At December 31, 2001, the Company held the following investments:

       - A 6% holding in Eurindia PLC, a company which seeks to invest in small
         Indian IT services, valued at $634,000.

       - A 1% holding in Strategic Intelligence PLC, a market research company
         based in Singapore at $36,000. On April 19, 2000 the Company purchased
         the holding in Strategic Intelligence PLC for cash of approximately
         $262,000. As of December 31, 2000, the Company viewed that the
         investment was permanently impaired by approximately $225,000 based
         upon a valuation undertaken by a third party, and that amount was
         written off.

       - A holding in Top Tier Inc, a software company based in California, USA
         at $30,000

    On April 17, 2000 the Company purchased a 5% holding in Compaer AG, a
supplier of online insurance for both business-to-business and
business-to-customer markets in Germany for cash of DM2.5 million (approximately
$1,314,000). Based on information received, in Q2 2001, regarding the financial
status of Compaer AG, management concluded that the value of investment was
permanently impaired as Compaer filed for insolvency in May 2001 and the Company
has recorded an impairment write-down equivalent to the entire carrying value of
this investment.

    The Company sold its interest in MDA Group PLC to STG Holdings PLC, a major
stockholder, on March 23, 2001 for the guaranteed value of $1,660,000
representing an excess over book value of approximately $1,000,000. As this
amount represented a guarantee by a previous shareholder this excess over book
value is reflected as a contribution to stockholders' equity for the year ended
December 31, 2001

    On September 20, 2000 the Company acquired Core Ventures Limited in a stock
for stock acquisition. The principal asset of Core Ventures Limited was an
investment in Red Cube AG that was provisionally valued at approximately
$1,255,000. During 2001, based on the deteriorating financial status of Red Cube
AG, evidenced by non-payment of HTTP Software bills and the difficulty in
obtaining information or responses from the Red Cube, the management concluded
that the value of the investment was permanently impaired, and the Company has
recorded an impairment write-down equivalent to the entire carrying value of
this investment.

    During 2001, based upon the deteriorating financial status the Company
permanently impaired the values of its immaterial investments in
Fix-It-On-Line Ltd ($20,000) and M3U.com Ltd ($12,000), both companies being
registered in England & Wales.

                                      F-13
<Page>
(4) PROPERTY AND EQUIPMENT

    Property and equipment consist of the following as of December 31, 2001:

<Table>
<S>                                                           <C>
Computer hardware and software..............................  $ 305,045
Furniture and fixtures......................................    156,637
Motor vehicles..............................................    212,350
                                                              ---------
                                                                674,032
Less: Accumulated depreciation..............................   (315,158)
                                                              ---------
                                                              $ 358,874
                                                              =========
</Table>

(5) LINE OF CREDIT

    On December 15, 2000, the Company entered into an unsecured credit facility
with Asia IT Capital Investments Limited ("Asia IT"), which provides a
$20,000,000 line of credit. Such line of credit originally expired on
December 31, 2001, but has been extended until June 30, 2003. Interest on
advances under the credit facility accrues at 2% above US LIBOR. At
December 31, 2001 US LIBOR was 2.445%. The Company can draw down on this credit
facility for its financing requirements, upon approval by the Company's Board of
Directors and subject to approval by Asia IT (such approval not to be
unreasonably withheld). The Company is restricted from borrowing funds, directly
or indirectly, other than through the credit facility with Asia IT, without the
consent of Asia IT. The availability of the credit facility reduces upon the
Company's sale of any of its investment assets.

    On November 20, 2001, Asia IT entered into a L10,000,000 ($14,500,000)
credit facility with Medicsight. Such facility matures in November 2004, and is
secured by a lien on all of the assets of Medicsight. Interest on outstanding
amounts accrues at 2% above GBP LIBOR. At December 31, 2001 GBP LIBOR was
4.471%. Pursuant to such credit facility, Medicsight has covenanted to undertake
a public offering of its ordinary shares in an amount not less than L25,000,000
not later than March 2002. If Medicsight does not complete such offering, the
facility will nevertheless remain in place. The loan is convertible into
ordinary shares in Medicsight on announcement of an Offer to Subscribe, Placing
or other public offering of its ordinary shares, at the same price per share as
the offering price. Due to the private offering being undertaken by Medicsight,
the loan is currently convertible.

    At December 31, 2001, the Company had drawn down approximately $1,070,000
under the $20 million facility with Asia IT, and Medicsight had drawn down
approximately $255,000 under its L10,000,000 ($14,500,000) facility with Asia
IT.

(6) CAPITAL LEASE OBLIGATION

    As of December 31, 2001, the Company was party to capital lease obligations
in the amount of $24,836. These obligations require monthly payments of $564,
excluding interest through August 2005 and are secured by the underlying
equipment.

(7) SHORT-TERM DEBT

    The Company acquired Insights in December 2000. At the time of such
acquisition, Insights had outstanding $6,006,000 of long-term debt. This debt
was part of the original loan of $10,000,000 that Insights owed to its parent
company relating to the acquisition of patent applications for its Stochastic
Perception Engine technology. The loan bears interest at 2% above US LIBOR and
is unsecured. The principal of the loan and accrued interest does not mature
until October 5, 2003. As of December 31, 2001, the balance of this loan was
$3,250,000. Interest accrues on the loan on a day to day basis and is payable
when the loan is redeemed. The terms of the loan note include a provision
whereby the lender can require repayment within one business day of giving
notice of demand, in the event of Insights

                                      F-14
<Page>
ceasing to be a wholly-owned subsidiary of its former parent. No notice has been
given as of December 31, 2001 and management does not expect the notice to be
given.

(8) STOCKHOLDERS' EQUITY

    On February 5, 2001, the Company effected a 2-for-1 split (the "Split") of
its Common Stock. As such, all share and per share information in the
accompanying financial statements have been restated to reflect the Split.

    The Company sold its interest in MDA Group PLC to STG Holdings PLC, a major
stockholder, on March 23, 2001 for the guaranteed value of $1,660,000
representing an excess over book value of approximately $1,000,000. As this
amount represented a guarantee by a previous shareholder this excess over book
value is reflected as a contribution to stockholders' equity for the year ended
December 31, 2001

    In connection with the acquisition agreement with Fairfax Equity Ltd. on
December 22, 1999, the Company entered into a consulting agreement with an
unrelated company to assist the Company with its strategy, expansion and
financing. Upon signing of the agreement, the Company issued 1,200,000 shares of
common stock as consideration for services to be rendered over the year ended
December 22, 2000. The fair value of these shares was approximately $1,620,000,
of which $1,580,000 was recorded as a prepaid expense. The expense was
recognized over the term of the contract.

    On October 25, 1999, Internet Holdings, Inc. raised $50,000 through the
issuance of a convertible loan note (the "Note"). The Note was offered pursuant
to an exemption from registration under Section 4 (2) of the Securities Act of
1933, as amended, and/or Regulation S promulgated by the Securities and Exchange
Commission. The purpose of this funding was to enable the Company to file all
outstanding reports required by the Securities Exchange Act of 1934, as amended,
and to search for suitable acquisition candidates in the Internet related
fields. The Note bore interest at 5.5% per annum. On January 24, 2000, the
$50,000 convertible loan note was converted into 400,000 shares of the Company's
common stock.

    On January 28, 2000, the Company sold 10,000,000 shares of common stock at a
price of $.50 per share pursuant to Regulation S. The Company has agreed to
register 25% of the shares under the Securities Act of 1933, as amended. In
consideration for underwriting the issue in full, the underwriter received
warrants to purchase up to 2,000,000 shares of common stock of the Company at a
price of $0.50 per share. The fair value of the warrants, which has been
recorded as a reduction of the proceeds, is approximately $4,428,000. On
May 12, 2000, the underwriters exercised all the warrants for $1,000,000. The
shares are not yet registered.

    On November 20, 2000, the Company sold 1,600,000 shares of its common stock
at a price of $6.25 per share pursuant to Regulation S. The Company received
proceeds of $9,747,625, net of $252,375 of expenses associated with this stock
issuance.

(9) CORPORATION ACQUISITIONS

    On April 21, 2000, the Company acquired through a stock for stock tender
offer approximately 76.73% of the outstanding ordinary shares of Radical
Technology PLC (subsequently renamed HTTP Software PLC) ("Software"). Through
subsequent additional issuances of stock the Company has acquired 99.5% of
Software's outstanding common stock in exchange for 2,549,742 shares of the
Company's common stock which was valued at approximately $12,748,220. The
acquisition has been accounted for using the purchase method of accounting and,
accordingly, the assets acquired and liabilities assumed have been recorded at
their fair values as of the date of the acquisition. The excess of the purchase
price over the fair value of the assets acquired and liabilities assumed has
been assigned to in process research and development, other identifiable
intangibles including trademarks,

                                      F-15
<Page>
workforce, covenant not to compete, software development costs, existing
contracts and the remaining amount has been recorded as excess of purchase price
over net assets acquired on the accompanying balance sheet. The fair values have
been based on an independent valuation. The value assigned to in-process
research and development, approximately $181,000, has been expensed and is
reflected in software development costs written off in the accompanying
consolidated statements of operations. The costs incurred in the acquisition are
included in the cost of the investment.

    In September 2000, we acquired Core Ventures Limited ("Core"), a privately
held Internet venture company, from Troy Limited, a Cayman corporation. Under
the agreement, we issued 3,600,000 shares of our Common Stock for 100% of the
outstanding stock of Core. Core's principal asset was an interest of less than
1% in Red Cube AG ("Red Cube"), a voice-over-IP telecommunications provider, and
warrants to purchase further shares (less than 3%) in Red Cube. The agreement
provided in part that Dr. Alexander Nill, a principal of Troy, guaranteed to us
that, as of December 15, 2000, Core would have had assets of not less than
$25,000,000. At the time of this transaction, Dr. Nill was one of our directors.
He resigned from that position, effective February 27, 2001. The 3,600,000
shares of the Company's common stock were valued at $20,364,000 based upon the
average share price over the two weeks of the announcement of the acquisition on
March 28, 2000 less a discount of 10% to represent the limited liquidity of the
stock.

    On December 27, 2000, Dr. Nill signed a Memorandum of Understanding
stipulating that the net assets of Core were estimated to be approximately
$2,500,000 and that the warrants to purchase further Red Cube stock held by Core
had no value. Dr. Nill acknowledged that he had been served by us with a formal
demand to honor his obligations to us pursuant to the terms of the personal
guarantee provided by him as security for the Core acquisition. As part of this
obligation, we have received 3,140,000 shares (the "Escrow Shares") of our
Common Stock from Dr. Nill, all of which have been duly endorsed and placed into
an escrow account. In addition, approximately 930,000 shares of our Common Stock
still held by Dr. Nill have been being subjected to a stop transfer order. The
stock held but not signed over to the company is valued at $10,000,000. In the
fiscal quarter ended September 30, 2001, an agent, NYPPe, LLC, was assigned by
the escrow agent to dispose of the Escrow Shares in a secondary private
placement. As of December 31, 2001 15,000 of the Escrow Shares had been sold,
resulting in net proceeds to the Company of approximately $75,000. No further
Escrow Shares have been sold and the disposal has been closed.

    On March 6, 2002, Core entered into voluntary liquidation proceedings. In
accordance with the Companies Act governing companies organized in the British
Virgin Islands, Core has appointed a liquidator to assess the fair value of its
assets. We intend to initiate legal proceedings in the State of New York to
enforce Dr. Nill's guarantee and to seek compensation for the shortfall in value
on the guarantee, approximately $9,109,000, which has not yet been provided to
us by Dr. Nill.

    IMPAIRMENT OF VENDOR GUARANTEE.  Impairment of a vendor guarantee in the
amount of $9,109,000 relates to an impairment of the guarantee provided by
Dr. Alexander Nill ("Guarantor") as to the fair value of certain assets acquired
under the Company's acquisition of Core in September 2000. The vendor guarantee
represents the fair value of 4,070,000 shares returned to the Company as partial
consideration for the guarantee.

    On October 5, 2000, the Company entered into a Purchase and Sale Agreement
to acquire 100% of the outstanding capital stock of Ferman AG, a Swiss venture
capital company ("Ferman") for the issuance of 5,100,000 shares of common stock.
The Company, having undertaken further due diligence, had determined that
conditions to closing had not been fulfilled, and accordingly, the Company had
decided not to proceed with the transaction. Therefore, results and net assets
of Ferman have not been consolidated in the financial statements contained in
this Annual Report in any way.

    On December 29, 2000, the Company acquired all of the issued and outstanding
shares of HTTP Insights Limited ("Insights"), formerly known as Nightingale
Technologies, Ltd., in a stock-for-stock

                                      F-16
<Page>
transaction valued at approximately $180 million (the "Insights Offer"). The
Company received the shares of Insights on that date but, pursuant to the terms
of the Insights Offer, was not required to pay any consideration for the
Insights shares until certain conditions were met. The first of these
conditions, that the Company receive a validation by the Defence Evaluation and
Research Agency ("DERA"), an agency of the United Kingdom Ministry of Defence,
as to the technical and commercial viability of Insights' proprietary
technology. This condition was met on February 22, 2001, and as such we issued
the first tranche of consideration of 15,000,000 shares, valued at approximately
$93,000,000 based on a weighted average share price of $6.20 per share.

    Subsequent to September 30, 2001, upon agreement with the seller of Insights
and in variance of the conditions precedent set forth in the original agreement,
the parties agreed that the obligation to issue the second tranche of contingent
consideration may be satisfied by the direct issuance of shares in Medicsight to
Nightingale Technologies Ltd. ("Nightingale"), the seller of Insights. On
November 22, 2001, Medicsight issued 15,000,000 shares in Medicsight to
Nightingale, and Nightingale accepted such shares in satisfaction of our
obligation under the original purchase agreement. Nightingale is an 8.6%
stockholder of the Company. The value attributed to the cost of the issuance of
the second tranche was $21,832,000, which was treated as excess of the purchase
price over the fair value of the assets acquired. This was based on the
allocation of Medicsight PLC stock in March 2002 at L1.00 ($1.45) per share. At
the date of acquisition, the Company completed a preliminary purchase price
allocation. During the fourth quarter of 2001, the Company finalized the
purchase price allocation as follows:

<Table>
<Caption>
                                                            $        USEFUL LIFE
                                                       -----------   -----------
<S>                                                    <C>           <C>
Tangible Fixed Assets................................       67,000    2-5 yrs
Technology...........................................   22,470,000     5 yrs
Value of Workforce...................................      180,000     2 yrs
Net current liabilities..............................  (10,198,000)
Goodwill.............................................  102,313,000     5 yrs
                                                       114,832,000
</Table>

    During 2001, the Value of the Workforce was impaired and the Technology was
accounted for as an intangible. The Company has accounted for the covenant not
to compete as a component of goodwill and not as separately identifiable and
marketable assets.

    Results of operations for all acquisitions have been included in the
accompanying consolidated financial statements since their respective dates of
acquisition.

    The unaudited pro forma consolidated statement of operations for 12 months
ended December 31, 2000 gives effect to the acquisition of HTTP Insights
Limited, Core Ventures Limited and HTTP Software Limited as if they had occurred
at the beginning of Fiscal 2000:

<Table>
<Caption>
                                                            TWELVE MONTHS ENDED
PRO FORMA:                                                   DECEMBER 31, 2000
----------                                                  -------------------
<S>                                                         <C>
Revenues..................................................     $    632,943
Net loss..................................................     $(35,768,222)
Basic and diluted net loss per share......................     $      (0.65)
Weighted average shares outstanding.......................       54,844,160
</Table>

    The unaudited pro forma consolidated financial information does not purport
to represent what the Company's financial position or results of operations
would actually have been if these transactions had occurred at such dates or to
project the Company's future results of operations.

                                      F-17
<Page>
(10) EMPLOYEE STOCK OPTIONS

    On May 3, 2000, the Board of Directors approved the Company's Combined
Incentive and Nonqualified Stock Option Plan and reserved 2,500,000 shares of
its common stock for issuance upon exercise of options granted under this plan.
During 2000 the Company granted 1,168,000 options to its employees. These
options were returned to the Company by the employees later in the year. There
was no consideration provided to the employees related to the return of the
options. These stock options were subsequently cancelled in 2000. As of
December 31, 2001 there were no options issued and outstanding.

(11) INCOME TAXES

    The income tax provision is summarized as follows for the years ended
December 31, 2001 and December 31, 2000:

<Table>
<Caption>
                                                  YEAR ENDED           YEAR ENDED
                                              DECEMBER 31, 2001    DECEMBER 31, 2000
                                              ------------------   ------------------
<S>                                           <C>                  <C>
Current
  Federal...................................          $0                 $ 8,000
  State and local...........................           0                       0
  Foreign...................................           0                       0
Deferred....................................           0                  (8,000)
Total income tax provision (benefit)........           0                       0
</Table>

    Significant components of deferred tax assets were as follows as of
December 31, 2001:

<Table>
<S>                                                           <C>
Deferred Tax Assets
Tax loss carryforward.......................................  $ 9,561,000
Property and plant depreciation methods.....................       49,000

Total.......................................................    9,610,000
Valuation Allowance.........................................   (9,610,000)
                                                              -----------
Net deferred tax asset......................................  $         0
                                                              ===========
</Table>

    The Company has net operating loss carryforwards to offset future taxable
income of approximately $25,105,000 expiring in years 2004 through 2016. As it
is not more likely than not that the resulting deferred tax benefits will be
realized, a valuation allowance has been recognized for such deferred tax
assets.

    The provision for income tax differs from the amount computed by applying
the statutory federal income tax rate to income before the provision for income
taxes. The sources and tax effects of the differences are as follows:

<Table>
<Caption>
                                                  YEAR ENDED           YEAR ENDED
                                              DECEMBER 31, 2001    DECEMBER 31, 2000
                                              ------------------   ------------------
<S>                                           <C>                  <C>
Tax benefit at the federal statutory
  rates.....................................          (34)%                (34)%
Change in valuation allowance...............           10                   20
Nondeductible amortization..................           18                   --
Foreign operations..........................            4                    4
Other.......................................            2                   10
                                                      ---                  ---
Effective rate of income tax................            0%                   0%
                                                      ===                  ===
</Table>

                                      F-18
<Page>
(12) LEASE COMMITMENTS

    The Company has entered into various operating leases for its facilities and
equipment. Future minimum obligations (in United States Dollars) under these
lease arrangements are as follows:

<Table>
<Caption>
FOR THE YEAR ENDING DECEMBER 31,         FACILITIES LEASES   EQUIPMENT LEASES    TOTAL
--------------------------------         -----------------   ----------------   --------
<S>                                      <C>                 <C>                <C>
2002...................................       75,000              14,531         89,531
2003...................................       50,000              12,918         62,918
2004...................................           --               8,203          8,203
2005...................................           --               5,469          5,469
2006 and thereafter....................           --                  --             --
</Table>

    Total rent expense for the year ended December 31, 2001 was $495,386 and for
the year ended December 31, 2000 was $268,266.

(13) RELATED PARTY TRANSACTIONS

    As more fully discussed in Note 9, during September 2000, the Company
acquired 100% of the outstanding stock of Core Ventures Limited. At the time of
this transaction, Dr. Alexander Nill was a Director of the Company and principal
beneficial shareholder of Core Ventures Limited. In connection with this
acquisition, Dr. Nill had guaranteed the valuation of the net assets of Core
Ventures Limited to be not less then $25,000,000 as of December 15, 2000. On
December 27, 2000 Dr. Nill acknowledged the net assets of Core Ventures Limited
to be approximately $2,500,000 and agreed to provide other investments valued at
$10,900,000 to the Company. The remaining balance of $11,600,000 due under this
guarantee was to be paid in cash no later than June 26, 2001. Dr. Nill resigned
as a Director of the Company effective February 27, 2001.

    As more fully discussed in Note 9, during 2000 the Company entered into
certain agreements to acquire Ferman AG. At the time of these agreements,
Dr. Alexander Nill and Martin Lecher, the principal shareholder and Chief
Executive Officer of Ferman AG, respectively, were Directors of the Company. As
conditions to closing on the transaction had not been fulfilled, the Company
decided not to proceed with the acquisition. Mr. Lechner and Dr. Nill resigned
as Directors of the Company on December 11, 2000 and February 27, 2001,
respectively.

    As more fully discussed in Note 9, on December 29, 2000, the Company
acquired all of the issued and outstanding shares of HTTP Insights Limited
("Insights"). Asia IT was a shareholder in Insights as well as the Company at
the time of the acquisition, and has provided a credit facility for up to
$20,000,000. The credit facility originally expired on December 31, 2001, but
has been extended to June 30, 2003. All advances under the credit facility
accrue interest at 2% above US LIBOR. The Company is restricted from borrowing
funds, directly or indirectly, other than through the credit facility, without
the consent of Asia IT.

    On November 20, 2001, Asia IT entered into a L10,000,000 ($14,500,000)
credit facility with Medicsight. Such facility matures in November 2004, and is
secured by a lien on all of the assets of Medicsight. Interest on outstanding
amounts accrues at 2% above GBP LIBOR. At December 31, 2001 GBP LIBOR was
4.471%. Pursuant to such credit facility, Medicsight has covenanted to undertake
a public offering of its ordinary shares in an amount not less than L25,000,000
not later than March 2002. If Medicsight does not complete such offering, the
facility will nevertheless remain in place. The loan is convertible into
ordinary shares in Medicsight on announcement of an Offer to Subscribe, Placing
or other public offering of its ordinary shares, at the same price per share as
the offering price. Due to the private offering being undertaken by Medicsight,
the loan is currently convertible.

    The Company's corporate offices at 46 Berkeley Square are leased by
International Cellulose Company Limited (ICCL), a company registered in England
and Wales. STG Holdings PLC, the

                                      F-19
<Page>
majority stockholder of HTTP Technology, acquired 100% of the issued share
capital of International Cellulose Company Limited in November 2001. Rent on 46
Berkeley Square is managed by Berkeley Square Ventures Limited (BSV), a property
management company incorporated in England and Wales. Berkeley Square Ventures
Limited estimates the rental space occupied by the tenants and collects the
rents from the tenants (including HTTP and ICCL) on behalf of ICCL. There are no
formal leases between BSV and the tenants or a formal agreement between ICCL and
BSV for BSV to collect the rent due. In 2001 the Company paid BSV $285,000 in
rent.

(14) LEGAL PROCEEDINGS

    On January 23, 2002, Chess Ventures LLC ("Chess") commenced a lawsuit
against the Company in the Chancery Court of Delaware, seeking an order to
compel the Company to remove restrictive legends from share certificates owned
by Chess so that Chess could sell the shares represented by the certificates
under Rule 144 of the Securities Act ("Rule 144"). Chess has also claimed money
damages due to the Company's failure to remove the legends. The Company has
filed a defense and counterclaim to this claim and have subsequently instructed
its transfer agent to remove the restrictive legends on all applicable
certificates (including those held by Chess) should proper requests be made by
the holders thereof in accordance with Rule 144. The matter currently remains in
the pre-trial discovery stage. Accordingly, the Company is unable to state
whether any outcome is either probable or remote.

(15) SUBSEQUENT EVENTS

    During March 2002, Medicsight allotted 6,000,000 shares at L1.00 ($1.45) per
share (par value L0.05) of which approximately 3,000,000 have been placed. Asia
IT is underwriting the issue. As of April 5, 2002, the Company has received
approximately $1,750,000.

                                      F-20
<Page>
                                   SIGNATURES

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

<Table>
<S>                                          <C>  <C>
                                             HTTP TECHNOLOGY, INC.

April 19, 2002
                                                           /s/ STEFAN ALLESCH-TAYLOR
                                                  ------------------------------------------
                                                            Stefan Allesch-Taylor,
                                                  CHAIRMAN, CHIEF EXECUTIVE OFFICER AND CHIEF
                                                    FINANCIAL OFFICER (PRINCIPAL EXECUTIVE
                                             By:   OFFICER AND PRINCIPAL FINANCIAL OFFICER)
</Table>

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

<Table>
<Caption>
                      SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----
<C>                                                    <S>                              <C>
              /s/ STEFAN ALLESCH-TAYLOR
     -------------------------------------------       Director                         April 19, 2002
                Stefan Allesch-Taylor

                  /s/ MATTHEW GILL
     -------------------------------------------       Director                         April 19, 2002
                    Matthew Gill

               /s/ MARK WARDE-NORBURY
     -------------------------------------------       Director                         April 19, 2002
                 Mark Warde-Norbury
</Table>