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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(MARK ONE)

/X/  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934
                         For the quarterly period ended March 31, 2002

/ /  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
                         For the transition period from __________ to __________

                         Commission file number 0-26886

                              HTTP TECHNOLOGY, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                    Delaware                                 13-4148725
        -------------------------------                  -------------------
        (State or other jurisdiction of                   (I.R.S. Employer
        incorporation or organization)                   Identification No.)

               46 Berkeley Square, London, W1J 5AT, UNITED KINGDOM
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)

                              (011) 44-20-7598-4070
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

         ---------------------------------------------------------------
         (Former name, former address and former fiscal year, if changed
                               since last report)

     Indicate by check whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days Yes X  No
                                            ---     ---

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

     Indicate by check mark whether the registrant filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by court. Yes    No
                       ---     ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: AS OF MAY 10, 2002:
57,868,083 SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE.

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                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

               HTTP Technology, Inc. and its subsidiaries are collectively
referred to in this Report as the "Company" or "HTTP". For purposes of the
discussion contained herein, all financial information is reported on a
consolidated basis. The financial statements for the Company's fiscal quarter
ended March 31, 2002 are attached to this Report, commencing at page F-1.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

               Except for historical information, the material contained in this
Management's Discussion and Analysis or Plan of Operation is forward-looking.
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 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" contained in the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 2001 ("Fiscal 2001"), which may
cause actual results to differ materially from those described. These risks and
uncertainties include the rate of market development and acceptance of
positioning technology, the unpredictability of the Company's sales cycle, 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 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 PLC ("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

                                       -2-
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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
Technologies Limited ("Nightingale).

               The Medicsight system analyzes digital data from medical
scanners, such as MRIs and CT 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.

          -    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 two or three 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
Capital Investments Limited ("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.

                                       -3-
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               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

          -    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 has had only a limited operating history upon which
an evaluation of the Company's prospects can be made. The Company's prospects
must be considered keeping in mind the risks, expenses, and difficulties
frequently encountered in the establishment of a new business in an ever
changing industry. There can be no assurance that the Company will be able to
achieve profitable operations.

BACKGROUND

               HTTP Technology, Inc. was originally incorporated as a Utah
corporation in 1977. On December 19, 2000, the Company entered into an Agreement
and Plan of Merger with its wholly-owned subsidiary HTTP Technology, Inc., a
Delaware corporation, and thereby effected a re-incorporation of the Company
from Utah to Delaware. All references in this Report to "HTTP" or "the Company"
refer to HTTP Technology, Inc., the

                                       -4-
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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.

               HTTP maintains its corporate offices at 46 Berkeley Square,
London, W1J 5AT, United Kingdom, telephone +44 (0) 207-598-4070, facsimile:
+44 (0) 207-598-4071, Internet address: http://www.http-tech.com.

BUSINESS STRATEGY

               We are a developer of software technology. We have three
principal operating subsidiaries, HTTP Software PLC ("Software"), HTTP Insights
Limited ("Insights"), and Medicsight PLC ("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 March 31, 2001, HTTP owned 58,868,582 ordinary shares in
Medicsight, constituting approximately 79.0% of the outstanding shares.
Nightingale owned 7,920,000 ordinary shares of Medicsight and Asia IT owned
6,238,672 ordinary shares of Medicsight, constituting approximately 10.6% and
8.4% respectively of the outstanding shares. Medicsight is currently undertaking
a private offering of an additional 6,000,000 shares, and at March31, 2002
610,000 shares had been issued. If such offering is fully subscribed and sold,
HTTP will own approximately 73.7% of Medicsight's outstanding shares.

               The Medicsight system analyzes digital data from medical
scanners, such as MRIs and CT 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

                                       -5-
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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.

RESULTS OF OPERATIONS

QUARTER ENDED MARCH 31, 2002 VS. QUARTER ENDED MARCH 31, 2001

               REVENUES. For the quarter ended March 31, 2002 (the "Current
Quarter"), the Company's gross revenues from operations were approximately
$16,000. For the quarter ended March 31, 2001 (the "Comparable Quarter"), the
Company's gross revenues from operations were approximately $74,000. The
Company's revenue in the Current Quarter and the Comparable Quarter was
primarily derived from the Company's consulting and support activities provided
by Software.

               During the Current Quarter, the Company had one customer,
Commonwealth Secretariat, which accounted for 100% of its revenues. During the
Comparable Quarter, the Company had two customers who represented a significant
portion of its revenues. The customers were Commonwealth Secretariat, which
accounted for approximately 53% of sales, and Eidos PLC, which accounted for
approximately 38% of sales.

               RESEARCH AND DEVELOPMENT. The Company's research and development
expenses were approximately $199,000 for the Current Quarter, compared to
approximately $390,000 in the Comparable Quarter. The Company's research and
development costs were comprised of staff and consultancy costs expensed on the
Medicsight application. The reduction is due to changes in the number of staff
and consultants working on the development.

               SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. The Company's
selling, general and administrative expenses were approximately $2,368,000 for
the Current Quarter, compared to approximately $1,407,000 in the Comparable
Quarter. Professional fees were approximately $243,000 in the Current Quarter
and approximately $315,000 in the Comparable Quarter. Also included in the
Current Quarter and the Comparable Quarter were salaries and directors'
compensation of approximately $370,000 and $225,000, respectively, service
charges and rates for property leasing of approximately $82,000 and $276,000,
respectively, and rent of approximately $87,000 and $147,000, respectively. The
primary components of the increased selling, general and administrative expenses
in the Current Quarter was an increase in amortization of intangibles from
approximately $42,000 in the Comparable Quarter to approximately $1,124,000 in
the Current Quarter. This relates to the separate identification of the
technology acquired from Nightingale for $22,470,000, which was classified as
goodwill in the Comparable Quarter. Other components are reductions in
professional fees, rent and service charges. The reduction in rent is due to the
Company having sold its lease on its Curzon St. offices in June 2001. Management
expects selling, general and administrative expenses to continue at a similar
level in the near future as the Company continues to devote resources to the
expansion of the Company.

               DEPRECIATION AND AMORTIZATION EXPENSE. Effective January 1, 2002
with the adoption of SFAS No. 142, goodwill will no longer be amortized. Prior
to January 1, 2002, goodwill was amortized on a straight-line basis over 5
years. The amortization charge for the Comparable Quarter was approximately
$3,020,000.

               The Company acquired an intangible from Nightingale of technology
valued at $22,470,000 during Fiscal 2000. Under SFAS No.142, this is considered
an intangible asset with a definite life of 5 years. Therefore the value of the
asset is amortized on a straight-line basis over this period. The amortization
charge was approximately $1,124,000 in the Current Quarter and approximately
$44,000 in the Comparable Quarter. 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 intangibles was nil in the Current Quarter.

               IMPAIRMENT OF EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED.
In the Current Quarter, the Company had excess of purchase price over net assets
acquired of approximately $88,918,000 from its acquisition

                                       -6-
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of Insights. In the Comparable Quarter, the Company had excess of purchase price
over net assets acquired of approximately $108,830,000, associated with the
acquisition of Insights and Software. As stated above, the Company adopted SFAS
No. 142 on January 1, 2002. Under this standard, goodwill will no longer be
amortized over its estimated useful life, but instead will be tested for
impairment on an annual basis and whenever indicators of impairment arise. The
Company will complete the first impairment test by June 30, 2002 and will record
any resulting impairment by the end of Fiscal 2002. Prior to January 1, 2002,
goodwill was tested for impairment in a manner consistent with property, plant
and equipment and intangible assets with a definite life.

               IMPAIRMENT LOSS ON INVESTMENTS. In the Comparable Quarter,
impairment loss on investments of $1,211,000 related to the impairment in the
carrying value of one of the Company's minority investments, Compaer AG. Based
on the financial status of Compaer AG, the investment was permanently impaired,
and the Company has recorded an impairment for the entire carrying value of this
investment. In the Current Quarter, no investments were impaired.

               NET LOSS AND NET LOSS PER SHARE. Net loss was approximately
$2,299,000 for the Current Quarter, compared to a net loss of approximately
$5,846,000 for the Comparable Quarter. Loss per share was $(0.04) for the
Current Quarter based on weighted average shares outstanding of 57,868,083, and
$(0.12) for the Comparable Quarter, based on weighted average shares outstanding
of 49,103,159.

LIQUIDITY AND CAPITAL RESOURCES

               WORKING CAPITAL. At March 31, 2002, the Company had approximately
$560,000 in current assets. Cash and cash equivalents amounted to approximately
$99,000. Current liabilities were approximately $6,272,000 at March 31, 2002. At
December 31, 2001, the Company had approximately $657,000 in current assets and
cash and cash equivalents amounted to approximately $203,000. Current
liabilities were approximately $5,862,000 at December 31, 2001. Working capital
deficit at the end of the Current Quarter was approximately $(5,712,000), as
compared to approximately $(5,205,000) at December 31, 2001. The ratio of
current assets to current liabilities was 0.09 to 1.0 at the end of the Current
Quarter as compared to 0.11 to 1.0 at December 31, 2001.

               NET DECREASE IN CASH AND CASH EQUIVALENTS. During the Current
Quarter, the Company's cash and cash equivalents decreased by approximately
$104,000. This decrease was primarily the result of net cash used for operations
offset by cash flows received from shares issued by Medicsight and increase in
short term debt. The Company used net cash of approximately $1,084,000 in
operations. The Company received net cash of approximately $1,007,000 in
financing activities and used approximately $35,000 in investing activities.

               NET CASH USED IN OPERATIONS. The use of cash in operations in the
Current Quarter of approximately $1,084,000 was attributable to the Company's
relatively low revenues at the same time that the Company incurred significant
operating costs. These significant costs included professional fees, salaries
and director compensation, and service charges associated with rental property
and rent. The Company used cash in operations for in the Comparable Quarter of
approximately $1,476,000.

               NET CASH USED IN INVESTMENT ACTIVITIES. For the Current Quarter,
the Company had a net cash outflow from investment activities of approximately
$35,000. The Company used the funds to purchase additional fixed assets. In the
Comparable Quarter, the Company had a net cash inflow from investment activities
of approximately $1,620,000. Such funds were received in the Comparable Quarter
from the sale of the Company's shareholding in MDA Group PLC. The Company does
not currently have any commitments for material capital expenditures.

               NET CASH PROVIDED BY FINANCING ACTIVITIES. In the Current
Quarter, the Company had a net cash inflow from financing activities of
approximately $1,007,000. The funds received in the current quarter arose from
drawdowns on the Asia IT facilities plus funds received from the private
placement of Medicsight stock. For the Comparable Quarter, the Company had a net
cash outflow from financing activities of approximately $1,101,000. These funds
were used in reducing overdraft and short-term debt.

                                       -7-
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               STOCKHOLDERS' EQUITY. The Company's stockholders' equity at March
31, 2002 was approximately $100,232,000, including an accumulated deficit of
approximately $(56,758,000), as compared to approximately $101,853,000 at
December 31, 2001, including an accumulated deficit of approximately
$(54,459,000). Additional paid-in capital was approximately $166,952,000 and
$166,299,000, at March 31, 2002 and December 31, 2001 respectively. The
reduction in stockholders' equity was a result of an increase in accumulated
deficit of approximately $2,299,000 offset by an increase in additional paid-in
capital of approximately $842,000 and less minority interest of approximately
$189,000 due to the placement of Medicsight stock (par value approximately $0.07
per share) at a premium of approximately $1.38 per share.

               ADDITIONAL CAPITAL. The Company will 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 those
business strategies. Such additional capital may be raised through additional
public or private financing, as well as borrowings and other resources.
Currently, the Company has two available lines 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. 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 assets of Medicsight. Interest on
outstanding amounts accrues at 2% above GBP LIBOR. Pursuant to such credit
facility, Medicsight had covenanted to undertake a public offering of its
ordinary shares in an amount not less than L25,000,000 not later than March
2002. However, there are no ramifications for the Company or Medicsight if such
public offering is not made, and 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 7,080,000 Medicsight shares from the
15 million shares issued to Nightingale Technologies as part of the Insights
acquisition.

               At March 31, 2002, the Company had drawn down approximately
$1,338,000 under the $20 million facility with Asia IT, and Medicsight had drawn
down approximately $107,000 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 April 29, 2002, Medicsight
had received approximately $1,218,000 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

                                       -8-
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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 and January 2002,
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. 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 adopted SFAS No. 142 on January 1, 2002. Under this
standard, 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. Under the provisions of SFAS No. 142, any impairment loss
identified upon adoption of this standard is recognized as a cumulative effect
of a change in accounting principle. Any impairment loss incurred subsequent to
the initial adoption of SFAS No 142 is recorded as a charge to current period
earnings. Under the transitional provisions of SFAS No. 142, the Company's
goodwill will be tested for impairment as of January 1, 2002. By June 30, 2002,
the Company's reporting unit will be tested for impairment by comparing the fair
value of the reporting unit with its carrying value. Any resulting impairment
will be measured by comparing the implied fair value of recorded goodwill to its
carrying value and recorded by December 31, 2002.

               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.

               RECENT ACCOUNTING PRONOUNCEMENTS. In June 2001, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
("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.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

               INTEREST RATE RISK

               The Company's exposure to market risk associated with changes in
interest rates relates to its debt obligations. The Company has the following
debt facilities all repayable on demand:

                                       -9-
<Page>

<Table>
<Caption>
Debt Holder                         Facility         Balance           Interest Rate          At March 31
-----------                         --------         -------           -------------          -----------
<S>                                 <C>              <C>               <C>                          <C>
Nightingale Technologies Ltd        $10,000,000      $3,250,000        US Libor + 2%                5.006%

Asia IT Capital Investments Ltd     $20,000,000      $1,338,000        US Libor + 2%                5.006%

Asia IT Capital Investments Ltd     $14,500,000      $  107,000        GBP Libor + 2%               6.854%
</Table>

A hypothetical 100 point adverse movement in interest rates would increase
interest cost by approximately $50,000 per annum assuming no further drawdowns
or repayments are made.

               FOREIGN EXCHANGE RISK

               The Company's exposure to market risk associated with changes in
exchange rates relate to its debt facility with Nightingale Technologies Ltd.
The facility is held in GBP by Insights and is therefore exposed to fluctuations
between GBP and USD rates. A hypothetical 100 point adverse movement ($1.45 to
$1.44 to GBP1.00) would increase the principal to repaid by approximately
$16,000.

               The Company holds limited cash balances in GBP so any adverse
movements in the exchange rates are considered immaterial.

                                      -10-
<Page>

                                     PART II

ITEM 1.   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. The
Company believes that no material loss is expected.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

               (a)  None.

               (b)  None.

               (c)  None.

               (d)  Not applicable.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

               None.

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

               None.

ITEM 5.   OTHER INFORMATION

               None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

               (a)  Exhibits

                    None.

               (b)  Reports on Form 8-K

                    None.

                                      -11-
<Page>

                     HTTP TECHNOLOGY, INC. AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                 AS OF AND FOR THE QUARTER ENDED MARCH 31, 2002

<Table>
<S>                                                                                   <C>
Consolidated Balance Sheets as of March 31, 2002 (Unaudited)
and December 31, 2001 (Audited)...................................................    F-2

Consolidated Statements of Operations for the Quarter Ended
March 31, 2002 (Unaudited) and Quarter Ended March 31, 2001 (Unaudited)...........    F-3

Consolidated Statement of Cash Flows for the Quarter Ended
March 31, 2002 (Unaudited) and Quarter Ended March 31, 2001 (Unaudited)...........    F-4

Notes to Consolidated Financial Statements........................................    F-5
</Table>

                                       F-1
<Page>

                     HTTP TECHNOLOGY, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                             March 31, 2002      December 31, 2001
                                                              (unaudited)            (audited)
                                                             --------------      -----------------
<S>                                                          <C>                 <C>
                     ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                                 $       98,851      $         202,662
   Accounts receivable (net of allowance for
     doubtful debts of $72,000 and $74,000, respectively)            46,894                 93,398
   Other receivables                                                175,801                182,661
   Prepaid expenses                                                 137,361                117,605
   Sales tax receivable                                             101,241                 60,676

                                                             --------------      -----------------
        Total current assets                                        560,148                657,002

PROPERTY AND EQUIPMENT, at cost, net of accumulated
   depreciation of $373,000 and $315,000, respectively              336,702                358,874

INVESTMENTS, at cost                                                700,100                700,100

SECURITY DEPOSITS                                                    49,577                 50,119

INTANGIBLE ASSET, at cost, net of accumulated
   amortization of $5,618,000 and $4,494,000, respectively       16,852,500             17,976,000

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

                                                             --------------      -----------------
        Total assets                                         $  107,417,435      $     108,660,503
                                                             ==============      =================

      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                                 781,880                641,087
   Accrued expenses                                                 665,444                436,849
   Accrued professional expenses                                    130,353                208,906
   Short-term debt                                                4,694,750              4,574,852
                                                             --------------      -----------------

        Total current liabilities                                 6,272,427              5,861,694

CAPITAL LEASE                                                        16,901                 18,856
                                                             --------------      -----------------

        Total liabilities                                         6,289,328              5,880,550
                                                             --------------      -----------------

STOCKHOLDERS' EQUITY:
   Common stock, $.001 par value, 100,000,000 shares
     authorized, 57,868,083 and 57,868,582 shares issued and
     outstanding, respectively                                       57,868                 57,869
   Additional paid-in capital                                   166,951,791            166,298,623
        Vendor guarantee                                        (10,000,000)           (10,000,000)
   Cumulative foreign currency translation adjustment               (19,601)               (44,269)
   Accumulated deficit                                          (56,757,968)           (54,458,798)
                                                             --------------      -----------------

        Total stockholders' equity                              100,232,090            101,853,425
                                                             --------------      -----------------

MINORITY INTEREST                                                   896,017                926,528
                                                             --------------      -----------------
                                                                101,128,107            102,779,953
        Total liabilities and stockholders' equity           $  107,417,435      $     108,660,503
                                                             ==============      =================
</Table>

              THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                       CONSOLIDATED FINANCIAL STATEMENTS.

                                       F-2
<Page>

                     HTTP TECHNOLOGY, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
                                                              Three Months          Three Months
                                                                  Ended                Ended
                                                             March 31, 2002        March 31, 2001
                                                               (unaudited)           (unaudited)
                                                             --------------      -----------------
<S>                                                          <C>                 <C>
REVENUES                                                     $       16,021      $          73,907

EXPENSES:
      Selling, general and administrative charges                 2,368,121              1,407,406
      Research and development cost                                 199,158                389,649
      Impairment of investment                                           --              1,211,246
      Amortization of goodwill                                           --              3,020,190
                                                             --------------      -----------------
                                                                  2,567,279              6,028,491

          Operating loss                                         (2,551,258)            (5,954,584)

OTHER INCOME:
      Interest and other income                                         111                 67,465
      Net foreign exchange gains                                         --                 39,857
                                                             --------------      -----------------
                                                                        111                107,322

Net Loss before minority interest                                (2,551,147)            (5,847,262)

MINORITY INTEREST                                                   251,977                  1,675

                                                             --------------      -----------------
          Net loss                                           $   (2,299,170)     $      (5,845,587)
                                                             ==============      =================

PER SHARE DATA:
      Basic and diluted loss per share                       $        (0.04)     $           (0.12)
                                                             ==============      =================

      Weighted average number of common
          shares outstanding                                     57,868,083             49,103,159
                                                             ==============      =================
</Table>

              THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                       CONSOLIDATED FINANCIAL STATEMENTS.

                                       F-3
<Page>

                     HTTP TECHNOLOGY, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOW

<Table>
<Caption>
                                                              Three Months         Three Months
                                                                  Ended               Ended
                                                             March 31, 2002      March 31, 2001
                                                               (unaudited)         (unaudited)
                                                             --------------      -----------------
<S>                                                          <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                     $   (2,299,170)     $      (5,845,587)
Adjustments to reconcile net loss to net cash
   used in operating activities
     Depreciation                                                    57,480                 42,078
     Amortization of intangible assets                            1,123,500                 43,841
     Amortization of goodwill                                            --              3,020,190
     Provision for doubtful accounts                                     --                  2,307
     Write down of investment                                            --              1,211,246
     Minority interest in net earnings of subsidiary               (251,977)                (1,675)
Changes in operating assets and liabilities, net of effects
   from acquisitions of businesses
     Decrease in accounts receivable                                 48,332                 12,980
     (Increase)/decrease in prepaid expenses and other              (12,895)                74,682
     current assets
     (Increase)/decrease in sales tax receivable                    (40,565)                28,998
     Decrease/(increase) in security deposits                           542                (14,345)
     Increase/(decrease) in accounts payable                        140,793               (160,641)
     Increase in accrued expenses                                   228,595                198,273
     Decrease in accrued professional expenses                      (78,553)               (88,792)
                                                             --------------      -----------------

        Net cash used in operating activities                    (1,083,918)            (1,476,445)
                                                             --------------      -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets                                            (35,308)               (38,451)
Capitalized software development costs                                   --                 (5,008)
Sale of investments                                                      --              1,663,420
                                                             --------------      -----------------

        Net cash (used in)/provided by investing activities         (35,308)             1,619,961
                                                             --------------      -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in capitalized lease                                        (4,477)                (1,298)
Decrease in bank overdraft                                               --                (93,748)
Increase/(repayment) of debt                                        142,984             (1,006,024)
Shares in Medicsight issued for cash                                868,701                     --
                                                             --------------      -----------------

        Net cash provided by/(used in) financing activities       1,007,208             (1,101,070)
                                                             --------------      -----------------

Effects of exchange rates on cash and cash equivalent                 8,207                (12,187)

NET DECREASE IN CASH                                               (103,811)              (969,741)
                                                             ==============      =================

CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD                        202,662              6,226,280

                                                             --------------      -----------------
CASH & CASH EQUIVALENTS, END OF PERIOD                       $       98,851      $       5,256,539
                                                             ==============      =================

NON CASH FINANCING ACTIVITIES
Issuance of shares associated with acquisitions                          --      $      93,117,120
</Table>

              THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                       CONSOLIDATED FINANCIAL STATEMENTS.

                                       F-4
<Page>

                     HTTP TECHNOLOGY, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  FORMATION AND BUSINESS OF THE COMPANY

     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.

     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.

(2)  BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements of the Company
     have been prepared pursuant to the rules of the Securities and Exchange
     Commission (the "SEC"). Certain information and footnote disclosures
     normally included in financial statements prepared in accordance with
     generally accepted accounting principles in the United States have been
     condensed or omitted pursuant to such rules and regulations. These
     unaudited consolidated financial statements should be read in conjunction
     with the audited consolidated financial statements and notes thereto
     included in the Company's Annual Report on Form 10-KSB for the fiscal year
     ended December 31, 2001, filed on April 19, 2002. In the opinion of
     management, the accompanying unaudited consolidated financial statements
     reflect all adjustments, which

                                       F-5
<Page>

     are of a normal recurring nature, necessary for a fair presentation of the
     results for the periods presented. All significant intercompany
     transactions have been eliminated in consolidation.

     Certain reclassifications have been made in prior period financial
     statements to conform to the current presentation.

     The results of operations presented for the three months and quarter ended
     March 31, 2002, are not necessarily indicative of the results to be
     expected for any other interim period or any future fiscal year.

(3)  LINES 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. 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 assets of Medicsight. Interest on outstanding
     amounts accrues at 2% above GBP LIBOR. Pursuant to such credit facility,
     Medicsight had covenanted to undertake a public offering of its ordinary
     shares in an amount not less than L25,000,000 not later than March 2002.
     However, there are no ramifications for the Company if Medicsight does not
     comply with this covenant, and 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 7,080,000
     Medicsight shares from the 15 million shares issued to Nightingale
     Technologies as part of the Insights acquisition.

     At March 31, 2002, the Company had drawn down approximately $1,338,000
     under the $20 million facility with Asia IT, and Medicsight had drawn down
     approximately $107,000 under its L10,000,000 ($14,500,000) facility with
     Asia IT.

(4)  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 is 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. The debt is treated as
     short-term because 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 Insights ceases to be a wholly-owned subsidiary of
     its former parent. No notice had been given as of March 31, 2002 and
     management does not expect the notice to be given. As of March 31, 2002,
     the balance of this loan was $3,250,000. As of March 31, 2001, the
     outstanding balance of this loan was $5,000,000.

(5)  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.

                                       F-6
<Page>

(6)  GOODWILL AND OTHER INTANGIBLE ASSETS

     Goodwill

     The Company adopted SFAS No. 142 effective January 1, 2002. Under this
     standard, 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 Company will complete the first
     impairment test by June 30, 2002 and will record any resulting impairment
     by the end of Fiscal 2002. Prior to January 1, 2002, goodwill was amortized
     on a straight-line basis over 5 years. The amortization charge for the
     quarter ended March 31, 2001 was approximately $3,020,000.

     Adjusted results for March 31, 2001 assuming the discontinuation of
     amortization would be as follows:

<Table>
<Caption>
                                                     Total             Per Share
                  <S>                                <C>               <C>
                  Loss as reported                   $(5,845,587)      $   (0.12)

                  Amortisation of goodwill           $ 3,020,190       $    0.06

                  Pro forma loss                     $(2,825,397)      $   (0.06)
                                                     -----------       ---------
</Table>

     Other Intangible Assets

     The Company acquired an intangible from Insights of Technology valued at
     $22,470,000 during Fiscal 2000. Under SFAS No.142, this is considered an
     intangible asset with a definite life of 5 years. Therefore the value of
     the asset will be amortized on a straight-line basis over this period.

     The carrying amount and accumulated amortization of acquired intangible
     assets follows:

<Table>
<Caption>
                                                     Jan 1, 2002      Mar. 31, 2002
     <S>                                             <C>               <C>
     Technology                                      $22,470,000       $ 22,470,000

     Accumulated amortization                         (4,494,000)        (5,617,500)

     Total intangible assets, net                    $17,976,000       $ 16,852,500
</Table>

     The table below shows expected amortization expense for acquired intangible
     assets recorded as of January 1, 2002.

<Table>
<Caption>
         ($ Thousands)                              2002     2003     2004     2005
         <S>                                        <C>      <C>      <C>      <C>
         Amortization expense                       4,494    4,494    4,494    4,494
</Table>

     The above amortization expense forecast is an estimate. Actual amounts of
     amortization expense may differ from estimated amounts due to additional
     intangible asset acquisitions, impairment of intangible assets, accelerated
     amortization of intangible assets, and other events.

(7)  MAJOR CUSTOMERS

     During the Current Quarter, the Company had one customer, Commonwealth
     Secretariat, which accounted for 100% of its revenues. During the
     Comparable Quarter, the Company had two customers who

                                       F-7
<Page>

     represented a significant portion of its revenues. The customers were
     Commonwealth Secretariat, which accounted for approximately 53% of sales,
     and Eidos PLC, which accounted for approximately 38% of sales.

(8)  COMPREHENSIVE INCOME

     As of March 31, 2002 and March 31, 2001, respectively, and for the three
     months then ended, comprehensive income was comprised of a net loss from
     operations and the net effect of foreign currency translation adjustments.
     This comprised a net loss of $2,299,170 for the quarter ended March 31,
     2002, and $5,845,587 for the quarter ended March 31, 2001, and foreign
     currency translation adjustments of $(24,668) and $12,187, respectively,
     resulting in comprehensive loss of $2,274,502 and $5,857,774 respectively.

                                       F-8
<Page>

                                    SIGNATURE

     In accordance with the requirements of the Securities Exchange Act of 1934,
     the registrant has duly caused this report to be signed on its behalf by
     the undersigned, thereunto duly authorized.

                                            HTTP TECHNOLOGY, INC.


                                            By: /s/ STEFAN ALLESCH-TAYLOR
                                                -------------------------
                                            Stefan Allesch-Taylor
                                            Chairman and Chief Executive Officer
                                            and Chief Financial Officer

     Date:    May 15, 2002