MGT Capital Investments (MGTI) 10-K/A 2007 FY Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 1

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

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

MGT CAPITAL INVESTMENTS INC.

(Exact Name of Registrant as Specified in its Charter)

(formerly Medicsight Inc.)

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

Kensington Centre, 66 Hammersmith Road, London W14 8UD, United Kingdom

(Address of principal executive offices, including zip code)

011-44-207-605-1151

(Registrant’s Telephone Number, Including Area Code)

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

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

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

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    o

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

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

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

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

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

The common stock is the registrant’s only class of stock.

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

TABLE OF CONTENTS

Exhibits

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EXPLANATORY NOTE

This amended Annual Report on Form 10-K/A is being filed solely for the purpose of amending Item 15 of Part IV of our most recent Form 10-K (the “Original 10-K”) by filing amended and restated certifications provided in Exhibits 31.1 and 31.2 filed with the Original 10-K.  We have made no other changes in the Original 10-K.  We inadvertently failed to include in Exhibits 31.1 and 31.2 as originally filed any reference to internal control over financial reporting in paragraph 4 or the language of paragraph 4(b) as indicated by Item 601(b)(31)(i) of Regulation S-K.

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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.

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

In accordance with the 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.

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

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