MEDICSIGHT INC
QUANTATIVE 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:      Debt Holder       Facility       Draw Down       Interest rate       At December 31                                                   Asia IT Capital Investments Ltd       $   20,000,000       $   0       US LIBOR + 2%       6.84   %                                               Asia IT Capital Investments Ltd       $   18,000,000       $   0       Sterling LIBOR + 2%       6.77   %      Since the Company has not drawn down funds under either facility, a hypothetical 100 basis point increase in interest rates would not increase the Company’s interest costs, assuming no draw downs are made.   Foreign Exchange Risk   The Company does not hold significant cash balances in British Pounds so any adverse movements in the exchange rates are considered immaterial.   As the Company’s operating currency is UK sterling (£) and its financial statements are reported in US Dollars, the Company’s assets and liabilities and its results of operations are affected by movements in the $: £ exchange rate.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA      The information required by this Item is included on pages F-1 to F-20 of this Annual Report.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND   FINANCIAL DISCLOSURE.      None.      ITEM   9A.       CONTROLS   AND PROCEDURES.      Evaluation of Disclosure Controls and Procedures. As required by Rule 13a-15(b) under the Exchange Act, our management carried out an evaluation of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” as of December 31, 2005. This evaluation was carried out under the supervision and with the participation of our management, including our Company’s Chief Executive Officer and Chief Financial Officer. As defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, disclosure controls and procedures are controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.   25        Based upon that evaluation, the Company’s Chief Executive Officer and Chief Accounting Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2005. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.   Changes in Internal Control Over Financial Reporting. As required by Rule 13a-15(d) under the Exchange Act, our management, including our Chief Executive Officer and Chief Accounting Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any change occurred during the quarter ended December 31, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation during the quarter ended December 31, 2005 there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
OTHER   INFORMATION.      None.   26
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.      The following table sets forth the current officers and directors of Medicsight, Inc:      Name       Age       Position                           Stephen Forsyth       55       Chairman and Director     Tim Paterson-Brown       45       Chief Executive Officer and Director     Paul Gothard       38       Chief Financial Officer and Director     David Mason       33       Director     Neal Wyman       53       Independent Director and Audit Committee Chairman     L. Peter Fielding M.D.       66       Independent Director and Audit Committee Member     Peter Venton OBE       64       Independent Director and Audit Committee Member     Sir Christopher Paine       71       Independent Director     Dr Allan Miller       70       Independent Director      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 appointed 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.   Stephen Forsyth joined the Company in December 2003 as Chairman and Chief Executive Officer. He stood down as CEO in September 2004. Previously he was Chairman and Chief Executive of Leisure Investments PLC, a publicly quoted company registered in England and Wales between 1976 and 1989. He subsequently assisted the Phoenix Trust Company Limited between 1990 and 1999 with its various operations and investments. In January 1999, he established The International Cotton Company, in which he has been the principal financier of a number of new technology orientated companies from their inception, including Accsys Technologies PLC, Titan Wood Limited and Medicsight PLC. The International Cotton Company changed its name to International Capital Corporation PLC in 2003. Stephen remains the Chairman of this investment holding company. Stephen is a founding Trustee of the Medicsight Foundation (renamed “The Foundation for the Early Detection of Disease”), a United Kingdom registered charity, which is concerned with the relief of human suffering and poverty and the promotion of health and education.   Tim Paterson-Brown joined the Company in December 2003 as Director and was appointed Chief Executive Officer in September 2004. Tim qualified as a Chartered Surveyor with Strutt and Parker in 1984 following degrees at London University and Magdalene College, Cambridge. In 1987 Tim joined Leisure Investments PLC. He subsequently worked closely with Stephen Forsyth for the Phoenix Trust Company Limited between 1990 and 1999 assisting with its various operations and investments. In 1999, he joined The International Cotton Company as a Director. The International Cotton Company has been the principal financier of a number of new technology orientated companies from their inception, including Accsys Technologies PLC, Titan Wood Limited and Medicsight PLC. The International Cotton Company changed its name to International Capital Corporation PLC in 2003. Tim is also a founding Trustee of the Medicsight Foundation (renamed “The Foundation for the Early Detection of Disease”), a United Kingdom registered charity, which is concerned with the relief of human suffering and poverty and the promotion of health and education.   Paul Gothard has served as Chief Financial Officer and a Director of the Company since November 2002. He obtained a BA (Hons) degree in 1989 and subsequently became a Member of the Institute of Chartered Accountants in 1993. He initially joined the Company in July 2001 as Group Financial Controller. His responsibilities have included corporate structuring and fundraising as well as corporate management and governance and managing the listing of the Company’s common stock on the American Stock Exchange. Prior to joining the Company Paul was the Group Financial Controller of IP Powerhouse Ltd, a company involved in   27        constructing and leasing of space in data centers across Europe. From May 1994 to October 1998, Paul served as the Finance Director of Merriman White solicitors.   David Mason co-founded in 1994 SpeedServe Inc, an on-line vendor of books, videos, DVDs and Video Game hardware and software.  Following SpeedServe Inc.’s merger with Buy.com, Inc in 1998, David served as  chief executive officer of Buy.com Europe, a joint venture between Buy.com, Softbank and Vivendi and developed and launched its French and German businesses.   Neal Wyman trained as a Chartered Accountant with Coopers and Lybrand before moving to KPMG where he worked in the Far East. He moved into the recruitment industry in London specializing in financial services, gaining experience with a diverse range of clients. He entered executive search in 1981, initially specializing in the financial services industry before broadening into general appointments and professional services. He now focuses on general management, finance and non-executive appointments in both private and quoted companies, with particular focus on venture capital. He is a graduate of the London School of Economics. Neal was appointed an independent director of the Company on November 23, 2004 and subsequently was appointed as Chairman of the Audit Committee on November 26, 2004.   L. Peter Fielding, M.D. is an experienced physician who provides consulting services to healthcare and academic organizations, in addition to his departmental and institutional responsibilities at WellSpan Surgical Associates. His clients in the past five years have included, in the U.S.A. National Cancer Institute; American Joint Committee on Cancer; Taiko Post University – Connecticut; Purely Cotton Inc. – Seattle; Musculoskeletal Systems Inc. - Pittsburgh; University of Connecticut Medical School. , and, in the U.K.: Imperial College for Science, Technology and Medicine and the Association of Surgeons in the United Kingdom and Ireland. Dr Fielding specializes in healthcare strategic planning, organizational structure and operational issues. He has participated in the organization and development of the Pain Relief Center; Hyperbaric Medicine and Advanced Wound Care Center; Clinical Weight Reduction Center; York Hospital Human Motion Institute and the Molecular Biology Research Laboratory.   Peter Venton, OBE has over 30 years’ experience in the computing and telecommunications industry and holds several patents in the sector. He is a former Chief Executive of Plessey Radar and of GEC-Marconi Prime Contracts. Peter currently serves as the Technical Audit Chairman for the Defence Evaluation & Research Agency and joined the Board of MS- PLC as an independent director in November 2001. Peter was appointed an independent director of the Company on November 23, 2004 and subsequently was appointed as member of the Audit Committee on November 26, 2004.   Sir Christopher Paine was the President of the British Medical Association until 2001. He is currently the chairman of the Medical Advisory Board of the International Hospitals Group, chairman of Royal Society of Medicine Support Services Ltd and a trustee of the London Clinic. He was Medical Director of the Advisory Committee on Distinction Awards for the National Health Service until the end of 1999 and has been President of the Royal College of Radiologists and The Royal Society of Medicine. Sir Christopher is a Medical Oncologist. He was a consultant clinical oncologist from 1970 at the Churchill Hospital in Oxford. He also served as director of clinical studies at the medical school. He was district general manager of the Oxford Health Authority from 1984-88. In addition, he has served on the Animal Welfare Council and Imperial Cancer Research Fund. Sir Christopher was appointed an independent director of the Company on November 23, 2004 and subsequently was appointed as member of the Audit Committee on November 26, 2004.   Dr Allan Miller qualified in medicine at St Bartholomew’s Hospital Medical School, London in 1961. In 1965 Dr Miller was admitted to the Royal College of Physicians. After spending eight years in general practice he joined, Hoffman La Roche where he held the positions of Head of Clinical Cardiovascular Research Worldwide, Head of Dermatological Research Worldwide and Head of Clinical Research UK. Dr Miller spent 14 years as Medical Director for Napp Pharmaceuticals Ltd and four years as European Medical Research Director of the Purdue Pharma, Mundipharma, Napp group based in Cambridge, England. Dr Miller is a Member of the British Medical Association and a Fellow of the Royal Society of Medicine.   28        Significant Employees   Significant employees of MS-PLC are:   Adam Boyse was appointed Chief Operating Officer in June 2005. Adam has been with Medicsight since May 2005 and has nearly 15 years experience in the software development sector. With diverse experience covering markets such as automotive, telecommunications and pharmaceuticals, Adam has the strategic and operational experience to bring software products into commercial reality. Prior to Medicsight, Adam served as Vice President of Software Development for IDBS, a market-leading life sciences software company, where he oversaw the growth of the development group and steered the company to ISO 9001 and TickIT certification. Adam has also been a part time lecturer at Birmingham University and presented at a number of computing conferences. Adam has a First Class BSc(Hons), Computer Science from Coventry University, United Kingdom.   Jonah Aburrow-Jones was appointed Vice President of Commercial Development in July 2005. Jonah has more than 12 years of product management and sales experience, most recently serving as the senior product line manager for the Voxar Product Group of Barco. Prior to Barco, Jonah was the international product manager for E-Z-EM, Inc, an international manufacturer of contrast agents for gastrointestinal radiology. He has extensive industry and clinical experience and experience in developing and managing sales, marketing and product development teams.   Dr John Costello has been a Consultant Physician in general and respiratory medicine at King’s College Hospital since 1977 and senior lecturer in Medicine at Guy’s Kings and St Thomas’s School of Medicine. Between 1982 and 1998 he was Director of the academic department of respiratory medicine. He specializes in bronchial asthma and its treatment and has authored many books and articles in the area.. He studied at University College, Dublin and has since held appointments at a number of hospitals in the United Kingdom and the United States. He has been Founder President of the Respiratory Medicine Section at the Royal Society of Medicine and a member of Council at the British Thoracic Society. He was the first Medical Director at Kings and served as its Clinical Director of Medicine. In February 2002 he was appointed as Director of Medical Science at MS-PLC, with responsibility for developing innovative technology for radiological population pre-emptive scanning for early detection of cancer and coronary heart disease.   Dr Jamshid Dehmeshki was appointed Chief Scientific Officer in July 2001. He holds a PhD from Nottingham University and an MSc in Applied Mathematics and Computer Science. The main subject of his PhD was a stochastic model-based approach to image processing. He has written widely on the recognition, classification and segmentation of textured images into different regions based on their statistical characteristics. Dr Dehmeshki worked as a research fellow in the Centre for Industrial and Medical Information (“CIMI”) for two years where he developed ‘image processing’ algorithms for various medical and industrial applications, such as MRI and CT scan.. From March 1999 to July 2001, he worked as a senior research fellow in the NMR Research Unit at the Institute of Neurology, National Hospital for Neurology and Neurosurgery, University College London.   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. The Company can report that there were no delinquent filings to report in Fiscal 2005.   29        Audit Committee Financial Expert   The Company’s Board of Directors has determined that Mr. Neal Wyman, an independent director, is the audit committee financial expert, as defined in Regulation S-K promulgated under the Securities and Exchange Act of 1934, serving on its audit committee.   Code of Ethics   The Company adopted a Code of Ethics that applies to the Company’s principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions on or after November 25, 2004. The Company’s Code of Ethics was approved by the Audit Committee on November 26, 2004.   Copies of the Company’s Code of Ethics can be obtained, without charge by writing to the Company Secretary at Medicsight, Inc, 46 Berkeley Square, London W1J 5AT. Additionally, the Code can be downloaded at http://www.medicsight.com/downloads/code_of_ethics.pdf   30
EXECUTIVE COMPENSATION.      The following table summarizes Fiscal Year 2005, 2004 and 2003 compensation for services in all capacities of the Company’s executive officers.   Summary Compensation Table                      Long-Term Compensation                         Annual Compensation       Awards       Payouts                         Name and Principal   Position       Year       Salary   ($)       Bonus   ($)       Securities   Underlying   Options (#)       Restricted   Stock   Awards (#)       LTIP   Payouts   ($)       All Other   Compensation                                                                           Tim Paterson-Brown,       2005       216,696       16,252       —       —       —       —         CEO (1)       2004       26,600       —       —       —       —       —                                                                           Paul Gothard, CFO       2005       162,522       12,189       86,500   (2)   —       —       —                 2004       157,380       —       27,500   (2)   —       —       —                 2003       115,115       —       22,000   (2)   —       —       —                                                                           Stephen Forsyth,       2004       —       —       —       —       —       —         Chairman and CEO (3)       2003       —       —       —       —       —       —                                                                           Simon Zuanic, CEO (3)       2003       131,560       —       —       —       —       100,315                                                                           Stefan Allesch-Taylor,       2003       116,222       —       —       —       —       —         Chairman and CEO (3)                                                                   (1)                                  Tim Paterson-Brown was appointed Chief Executive Officer on September 21, 2004.   (2)                                  Comprises options over shares in the Company’s principal subsidiary, MS-PLC’s under its “A” and “B” plans as described in ITEM 5 (see page 11 above) and the notes to the Financial Statements.   (3)                                  Stefan Allesch-Taylor resigned as the Company’s Chief Executive Officer effective January 13, 2003 and resigned as Chairman effective December 8, 2003. Simon Zuanic was appointed Chief Executive Officer January 13, 2003 and resigned effective December 8, 2003 to work in other operations within the International Capital Corporation PLC group. Stephen Forsyth was appointed the Company’s Chairman and Chief Executive Officer effective December 8, 2003. Stephen Forsyth resigned as Chief Executive Officer on September 21, 2004.   31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND   RELATED STOCKHOLDER MATTERS.      The following table sets forth certain information regarding beneficial ownership of the Company’s common stock as of March 27, 2006:   •                                          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 Securities and Exchange 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, 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: Medicsight, Inc., 46 Berkeley Square, London, W1J 5AT, United Kingdom.   Percentage beneficially owned is based upon 37,667,883 shares of common stock issued and outstanding as of March 27, 2006.      Name and address of Beneficial Owner       Number of Shares   Beneficially Owned       Percentage of Common   Equity Beneficially Owned                                   5% Beneficial Owners                                                   Macniven and Cameron Equity Holdings Limited (1)   46 Berkeley Square   London, United Kingdom   W1J 5AT       10,673,642       28.3   %                               VHC International Limited   4th Floor Charter Place   23-27 Seaton Place   St Helier, Jersey JE2 3QL   Channel Islands       4,019,133       10.7   %                               General Mediterranean Holding SA   Center Financier   29 Avenue de la Porte Neuve   L-2227 Luxembourg       3,600,000       9.6   %                               Directors and Officers (2)                                                   Stephen Forsyth       —           *                               Tim Paterson-Brown       250,000           *                               Paul Gothard       —           *                               David Mason       —           *                               Neal Wyman       —           *                               L. Peter Fielding       —           *                               Peter Venton       16,666           *                               Sir Christopher Paine       —           *                               Dr Allan Miller       —           *                               Total Officers and Directors as a Group (9 persons)       266,666           *      32         (1)          International Capital Corporation PLC, Suite 2B, Centre Plaza, Main Street, Gibraltar, which owns 95.8% of the outstanding share capital of Macniven and Cameron Equity Holdings Limited (previously STG Holdings PLC). Additionally Stephen Forsyth is the Director of Macniven and Cameron Equity Interests Limited.   (2)   Addresses for these directors and officers are care of the Company at 46 Berkeley Square, London W1J 5AT, United Kingdom.   •                  Less than 1%.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.      Asia IT Capital Investments Ltd (a related party)—On December 29, 2000, the Company acquired all of the issued and outstanding shares of HTTP Insights Limited (“Insights”). Asia IT Capital Investments Limited (“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 expired on December 31, 2001, but has been extended to June 30, 2007. 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 10,000,000 ($18,000,000) credit facility with MS-PLC. Such facility ceases on June 30, 2007 and is secured by a lien on all of the assets of MS-PLC. Interest on outstanding amounts accrues at 2% above Sterling LIBOR. Pursuant to such credit facility, MS-PLC had covenanted to undertake a public offering of its ordinary shares in an amount not less than 25,000,000 not later than March 2002. MS-PLC did not complete such an offering and the facility nevertheless remains in place.   In addition, a director of Asia IT is a brother of Tim Paterson-Brown, a director of the Company and its chief executive officer since December 8, 2003 and a director of MS-PLC since September 5, 2003. In addition to the loan facilities made available by Asia IT to the Company and MS-PLC, Asia IT received commissions on shares issued under private placements in both Fiscal 2005 and Fiscal 2004.   On March 17, 2006 the Company raised $990,000, net of commissions and expenses, in a private placement of restricted common stock at $4.00 per share. Asia IT earned commissions of $110,000.   33        On January 13, 2006 the Company raised $3,600,000, net of commissions and expenses, in a private placement of restricted common stock at $4.00 per share. Asia IT received commissions of $400,000.   During Fiscal 2005 the Company raised $12,035,000, net of commissions and expenses, in a private placement of restricted common stock at $4.00 per share. Asia IT received commissions of $1,230,000.   During Fiscal 2004 the Company raised $23,310,000, net of commissions and expenses, in a private placement of restricted common stock at $3.00 per share. Asia IT received commissions of $2,410,000, which was partly settled by issuing 420,000 shares of common stock of the Company to Asia IT valued at $3.00 per share.   Corporate offices—The Company’s corporate offices at 46 Berkeley Square, London W1J 5AT, United Kingdom. The office is comprised of 9,642 square feet. We do not have a formal, written lease for these offices. Until June 30, 2003, rent was paid quarterly in advance to a property management company, Berkeley Square Ventures Limited, which in turn collects the rent for Yang Cellulose Company Limited (“YCCL”) (previously International Cellulose Company Limited), the entity that holds the lease on the property. Subsequent to June 30, 2003, rent has been paid directly to YCCL. In November 2001, YCCL was acquired by Macniven and Cameron Equity Holdings Limited (“M&C”) (previously STG Holdings PLC), a major shareholder of the Company. We have additional satellite offices in Nashville, Tennessee, Japan and China.   PART IV
PRINCIPAL ACCOUNTANT FEES AND SERVICES.         Audit Fees.       Fees billed by our   principal accountant amounted to $87,000 in Fiscal 2005 and $82,000 in Fiscal   2004.                   Audit Related Fees.       Fees billed by our principal   accountant amounted to $0 in Fiscal 2005 and $0 in Fiscal 2004.                   Tax Fees.       Fees billed by our   principal accountant amounted to $0 in Fiscal 2005 and $0 in Fiscal 2004.                   All Other Fees.       Fees billed by our   principal accountant amounted to $0 in Fiscal 2005 and $0 in Fiscal 2004   concerning various matters.      The Company’s audit committee has approved the Company’s audit fees.   As of November 25, 2004, the audit committee is directly responsible for the appointment, compensation, retention and oversight of the work of any independent auditor engaged (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. Each such firm shall report directly to the Company’s audit committee. The audit committee also is responsible for overseeing the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company.   34
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.      Financial Statements   The financial statements of the Company for the fiscal years covered by this Annual Report are located on pages F-1 to F-20 of this Annual Report.   Exhibits      Exhibit No.       Description                   2.1       Articles of Merger of Medicsight, Inc., a Utah   corporation (1)     2.2       Certificate of Merger of Medicsight, Inc., a   Delaware corporation (1)     2.3       Offering Document to acquire shares of Radical   Technology PLC. (2)     3.1       Certificate of Incorporation of Medicsight, Inc. and   amendments thereto (1)     3.2       By-Laws of Medicsight, Inc. (1)     4.1       Loan Note issued by HTTP Insights, Ltd. to   Nightingale Technologies Ltd. (5)     10.1       Share Sale Agreement between Nightingale   Technologies Limited and Medicsight, Inc. (3)     10.2       Letter Agreement between Asia IT Capital   Investments, Ltd. and Medicsight, Inc. (4)     10.2       Letter Agreement between Asia IT Capital Investments,   Ltd. and Medicsight PLC (5)     21.1       Subsidiaries (filed herewith at page E-1).     31.1       Certification pursuant to Section 302 of the   Sarbanes-Oxley Act of 2002 of Chief Executive Officer (filed herewith at page   E-2).     31.2       Certification pursuant to Section 302 of the   Sarbanes-Oxley Act of 2002 of Chief Financial Officer (filed herewith at page   E-3).     32.1       Certification pursuant to Section 906 of the   Sarbanes-Oxley Act of 2002 of Chief Executive Officer (filed herewith at page   E-4).     32.2       Certification pursuant to Section 906 of the   Sarbanes-Oxley Act of 2002 of Chief Financial Officer (filed herewith at page   E-5).       (1)                                  Incorporated herein by reference to the Company’s Current Report on Form 8-K filed on January 30, 2004.   (2)                                  Incorporated herein by reference to the Company’s Current Report on Form 8-K filed on May 23, 2000.   (3)                                  Incorporated herein by reference to the Company’s Current Report on Form 8-K filed March 7, 2001.   (4)                                  Incorporated herein by reference to the Company’s Registration Statement on Form SB-2, filed December 26, 2001.   (5)                                  Incorporated herein by reference to the Company’s Annual Report on Form 10-KSB, filed April 19, 2002.   Reports on Form 8-K   None.   35        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.                  MEDICSIGHT, INC.         March 29, 2006                                       By:    /s/ TIM PATERSON-BROWN                  Chief Executive Officer (Principal Executive   Officer)         March 29, 2006                By:  /s/ PAUL A GOTHARD                 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/ STEPHEN   FORSYTH       Director       March 29, 2006     Stephen Forsyth                                           /s/ TIM   PATERSON-BROWN       Director       March 29, 2006     Tim   Paterson-Brown                                           /s/ PAUL GOTHARD       Director       March 29, 2006     Paul Gothard                                           /s/ DAVID MASON       Director       March 29, 2006     David Mason                                           /s/ NEAL WYMAN       Director       March 29, 2006     Neal Wyman                                           /s/ L. PETER   FIELDING       Director       March 29, 2006     L. Peter Fielding                                           /s/ PETER VENTON       Director       March 29, 2006     Peter Venton                                           /s/ SIR   CHRISTOPHER PAINE       Director       March 29, 2006     Sir Christopher   Paine                                           /s/ ALLAN MILLER       Director       March 29, 2006     Allan Miller                      36        MEDICSIGHT, INC. AND SUBSIDIARIES   CONSOLIDATED FINANCIAL STATEMENTS   TOGETHER WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS REPORT   F-1        MEDICSIGHT, INC. AND SUBSIDIARIES   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS    Report of Independent   Registered Public Accounting Firm       F-3                   Consolidated Balance Sheets as of   December 31, 2005 and December 31, 2004       F-4                   Consolidated Statements of   Operations for the years ended December 31, 2005, December 31, 2004 and   December 31, 2003       F-5                   Consolidated Statements of   Changes in Stockholders’ Equity and Comprehensive Income/(Loss) for the years   ended December 31, 2005, December 31, 2004 and December 31, 2003       F-6                   Consolidated Statements of   Cash Flows for the years ended December 31, 2005, December 31, 2004 and   December 31, 2003       F-7                   Notes to the Consolidated   Financial Statements       F-8 to F-20      F-2        REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   The Board of Directors and Stockholders Medicsight, Inc. and Subsidiaries   We have audited the accompanying consolidated balance sheets of Medicsight, Inc. (a Delaware Corporation) and Subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholders’ equity and comprehensive loss, and cash flows for each of the three years in the period ended December 31, 2005. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 audits provide a reasonable basis for our opinion.   In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Medicsight, Inc. and Subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.   In connection with our audits of the financial statements referred to above, we audited Schedule II – Valuation and Qualifying Accounts. In our opinion, the financial schedule, when considered in relation to the financial statements taken as a whole, presents fairly, in all material respects, the information stated therein.        /s/ Amper, Politziner   & Mattia P.C.               March 17, 2006     Edison, New Jersey      F-3        MEDICSIGHT, INC. AND SUBSIDIARIES   CONSOLIDATED BALANCE SHEET DECEMBER 31, 2005 AND DECEMBER 31, 2004 ($ thousands)              2005       2004         ASSETS                         CURRENT ASSETS:                         Cash and cash equivalents       $   7,249       $   5,276         Cash held for common stock subscribed but unissued       4,000       —         Accounts receivable       —       26         Other receivables       344       28         Prepaid expenses       213       498         Value-Added Tax receivable       61       687         Total current   assets       11,867       6,515                                   PROPERTY AND EQUIPMENT, at cost, net of accumulated depreciation   of $1,542 and $3,227       252       2,066                                   INVESTMENTS, at cost       359       359                                   SECURITY DEPOSITS       808       901                                   EXCESS OF PURCHASE PRICE OVER                         NET ASSETS ACQUIRED       11,200       11,200                                   Total assets       $   24,486       $   21,041                                   LIABILITIES AND   STOCKHOLDERS’ EQUITY                                                   CURRENT LIABILITIES:                         Accounts payable       $   1,172       $   1,193         Accounts payable – related party       1,151       —         Accrued expenses       404       1,053         Current portion of obligations under capital leases       19       107         Total current   liabilities       2,746       2,353                                   Obligations under capital leases, net of current   portion       6       223         Total   liabilities       2,752       2,576                                   Commitments and contingencies                         STOCKHOLDERS’ EQUITY:                         Common stock,   $0.001 par value, 40,000,000 shares authorized, 36,392,883 and 33,067,125 shares   issued and outstanding respectively       36       33         Additional paid-in capital       208,684       196,652         Common stock subscribed but unissued, net       3,600       —         Accumulated comprehensive income       128       278         Accumulated deficit       (190,714   )   (178,498   )     TOTAL STOCKHOLDERS’ EQUITY       21,734       18,465                                   Total liabilities and stockholders’ equity       $   24,486       $   21,041           The accompanying notes are an integral part of these statements.   F-4        MEDICSIGHT, INC. AND SUBSIDIARIES   CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2005, DECEMBER 31, 2004, AND DECEMBER 31, 2003 ($ thousands except per share data)              2005       2004       2003                                           REVENUES       $   —       $   —       $   —                                           EXPENSES:                                 Selling, general and administrative       9,300       10,578       8,848         Research and development cost       2,363       2,972       2,498         Impairment of investments       —       70       95                 11,663       13,620       11,441                                           Operating loss       (11,663   )   (13,620   )   (11,441   )                                       OTHER INCOME/(EXPENSE)                                 Interest and other income       67       130       12         Net foreign exchange losses       —       —       (2   )     Loss before   Income tax benefit realized, Minority interest and Discontinued operations       (11,596   )   (13,490   )   (11,431   )                                       Income tax benefit realized       858       —       —         Provision of income taxes       —       —       —         Loss before Minority interest and Discontinued   operations       (10,738   )   (13,490   )   (11,431   )                                       Minority interest       —       605       2,490         Loss from continuing operations       (10,738   )   (12,885   )   (8,941   )                                       Discontinued operations                                 Loss from impairment of assets       (394   )   (582   )   —         Loss from operations of Lifesyne       (1,084   )   (1,563   )   (1,155   )                                       Net loss       $   (12,216   )   $   (15,030   )   $   (10,096   )                                       PER SHARE DATA:                                 Net loss from continuing activities       $   (0.31   )   $   (0.42   )   $   (0.40   )     Net loss from discontinued activities       (0.05   )   (0.07   )   (0.05   )                                       Basic and diluted loss per share       $   (0.36   )   $   (0.49   )   $   (0.45   )                                       Weighted average number of common shares outstanding       34,224,023       30,853,734       22,203,126          The accompanying notes are an integral part of these statements.   F-5        MEDICSIGHT, INC. AND SUBSIDIARIES   CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME/(LOSS) FOR THE YEARS ENDED DECEMBER 31, 2003 TO DECEMBER 31, 2005 (in thousands)                              Additional       Shares               Accumulated               Total                 Common   stock       Paid-In       to   be       Vendor       Comprehensive       Accumulated       Stockholders’                 Shares       Amount       Capital       Issued       Guarantee       Income   (Loss)       Deficit       Equity         BALANCE, JANUARY 1, 2003       21,155       $   21       $   162,156       —       $   (3,689   )   $   290       $   (153,372   )   $   5,406                                                                                   Common stock issued (net   of commissions)       3,333       3       9,060       —       —       —       —       9,063                                                                                   Additional paid-in   capital received on stock issued by MS-PLC, net       —       —       2,594       —       —       —       —       2,594                                                                                   Cash   received re guarantee       —       —       —       —       3,689       —       —       3,689                                                                                   COMPREHENSIVE   LOSS                                                                                                                                                   Net loss for the year       —       —       —       —       —       —       (10,096   )   (10,096   )                                                                               Translation adjustment       —       —       —       —       —       (167   )           (167   )                                                                               Total comprehensive loss       —       —       —       —       —       (167   )   (10,096   )   (10,263   )                                                                               BALANCE, DECEMBER 31,   2003       24,488       24       173,810       —       —       123       (163,468   )   10,489                                                                                   Common stock issued (net   of commissions)       8,578       9       23,301       —       —       —       —       23,310                                                                                   Minority Interest of   MS-PLC shares issued to the Company in debt capitalisation       —       —       (459   )   —       —       —       —       (459   )                                                                               COMPREHENSIVE   LOSS                                                                                                                                                   Net loss for the year       —       —       —       —       —       —       (15,030   )   (15,030   )     Translation adjustment       —       —       —       —       —       155               155         Total comprehensive loss       —       —       —       —       —       155       (15,030   )   (14,875   )                                                                               BALANCE, DECEMBER 31,   2004       33,066       33       196,652       —       —       278       (178,498   )   18,465                                                                                   Common stock issued (net   of commissions)       3,327       3       12,032       —       —       —       —       12,035                                                                                   Common stock to be issued   (net of commissions)                               3,600                               3,600                                                                                   COMPREHENSIVE   LOSS                                                                                                                                                   Net loss for the year       —       —       —       —       —       —       (12,216   )   (12,216   )                                                                               Translation adjustment       —       —       —       —       —       (150   )   —       (150   )                                                                               Total comprehensive loss       —       —       —       —       —       (150   )   (12,216   )   (12,366   )                                                                               BALANCE, DECEMBER 31,   2005       36,393       $   36       $   208,684       $   3,600       $   —       $   128       $   (190,714   )   $   21,734                                     The accompanying notes to the consolidated financial statements are an integral part of these statements.   F-6        MEDICSIGHT, INC. AND SUBSIDIARIES   CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE YEARS ENDED DECEMBER 31, 2005, DECEMBER 31, 2004, AND DECEMBER 31, 2003 ($ thousands)              Year ended       Year ended       Year ended                 December 31,   2005       December 31,   2004       December 31, 2003         CASH FLOWS FROM OPERATING ACTIVITIES:                                 Net loss       $   (12,216   )   $   (15,030   )   $   (10,096   )                                       Adjustments to   reconcile net loss to net cash used in operating activities                                 Loss from   discontinuing operations       1,478       2,145       1,155         Depreciation and   amortization       237       764       623         Impairment of   investment       —       70       95         Impairment of   property and equipment       —       386       —         Increase in   minority’s interest in MS-PLC       —       (459   )   —         Minority   interest in net losses of subsidiary       —       (605   )   (2,490   )     Loss on disposal   of fixed assets       219       —       —         (Increase)/decrease   in assets                                 Accounts   receivable       (34   )   (2   )   (13   )     Prepaid expenses   and other receivables       (235   )   151       (261   )     VAT receivable       584       (83   )   (322   )     Security   deposits       —       —       (743   )     Increase/(decrease)   in liabilities                                 Accounts payable       124       (1,100   )   3         Accounts payable   – related party       1,151       —       —         Accrued expenses       (306   )   134       (33   )     Net cash used in   operating activities       (8,998   )   (13,629   )   (12,082   )                                       CASH FLOWS FROM INVESTING ACTIVITIES:                                 Cash held for common stock subscribed but unissued       (4,000   )   —       —         Proceeds from sale of fixed assets       300       —       —         Purchase of property and equipment       (131   )   (434   )   (1,239   )     Proceeds from sale of Lifesyne       443       —       —         Net cash (used   in)/provided by investing activities       (3,388   )   (434   )   (1,239   )                                       CASH FLOWS FROM FINANCING ACTIVITIES:                                 Principal payments under capital lease obligations       (289   )   (59   )   (535   )     (Decrease)/increase in bank overdraft       —       (196   )   196         (Decrease)/increase in line of credit – related   party       —       (2,880   )   356         Repayments of short-term debt       —       —       (3,250   )     Proceeds from sale of common stock (net of   commissions)       12,035       23,310       9,063         Proceeds from sale of common stock to be issued (net   of commissions)       3,600       —       —         Proceeds from MS-PLC sale of stock (net of   commissions)       —       —       4,222         Proceeds from vendor guarantee       —       —       3,689         Net cash   provided by financing activities       15,346       20,175       13,741                                           Cash flows of discontinued operations                                 Net cash used in   operating activities       (1,078   )   (1,486   )   (1,067   )     Net cash used in   investing activities       —       —       (54   )     Net cash (used   in)/provided by financing activities       (44   )   (13   )   57                 (1,122   )   (1,499   )   (1,064   )                                       Effects of exchange rates on cash and cash   equivalents       135       (182   )   (289   )                                       NET CHANGE IN CASH & CASH EQUIVALENTS       1,973       4,431       (933   )                                       CASH & CASH EQUIVALENTS, BEGINNING OF YEAR       5,276       845       1,778                                           CASH & CASH EQUIVALENTS, END OF YEAR       $   7,249       $   5,276       $   845                                           SUPPLEMENTAL DISCLOSURES OF CASH PAID                                 Interest       $   5       $   41       $   66                                           NON CASH FINANCING ACTIVITIES                                 Capital lease obligations for equipment       $   —       $   —       $   841          The accompanying notes are an integral part of these statements.   F-7        MEDICSIGHT, INC. AND SUBSIDIARIES   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   1.              Organization, basis of presentation and liquidity   Medicsight, Inc. (along with its subsidiaries, the “Company”) is the successor consolidated entity formed by the reverse acquisition on December 22, 1999 by Fairfax Equity Limited (“Fairfax”) (now Medicsight Finance Limited) of Internet Holdings, Inc. a publicly-held company originally incorporated in Utah in 1977 under the name Trolley Enterprises, Inc. Fairfax, which was treated as the accounting acquirer in the transaction, was incorporated in the United Kingdom on October 18, 1999. Prior to its reverse acquisition by Fairfax, control of the former Internet Holdings, Inc., as well as its corporate name, had changed a number of times. All prior operations had previously been discontinued and all related claims and counterclaims were settled, the last of which settlements occurred in November 1999.   The Company has two primary business objectives:   •                  To conceive, develop and commercialize innovative medical imaging applications derived from our core technology known as Medicsight CAD.   •                  To establish a global online community for Medical Imaging professionals (to be known as MedicExchange) with a rich selection of specialist clinical content for registered users combined with a product marketplace where Medical Imaging vendors can sell their solutions online.   During 2005 the Company initiated a plan of disposal of the Lifesyne business and was subsequently sold in November 2005 and its results are reflected as discontinued operations – Note 3.   The Company has incurred significant operating losses since inception and has generated no revenues from continuing operations. As a result, the Company has generated negative cash flows from operations and has an accumulated deficit at December 31, 2005. The Company is operating in a developing industry based on new technology and its primary source of funds to date has been through the issuance of securities and borrowed funds. The Company is currently seeking additional funding and is actively developing the technology in order to bring it to market. While the Company is optimistic and believes appropriate actions are being taken, there can be no assurance that management’s efforts will be successful or that the products the Company develops and markets will be accepted by consumers.   F-8        2.     Summary of significant accounting policies:   Principles of consolidation—The consolidated financial statements include the accounts of Medicsight, 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.   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. Leasehold improvements are depreciated over the term of the lease.   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. Effective January 1, 2002 with the adoption of Statement of Financial Accounting Standard (“SFAS”) No. 142 “Goodwill and Other intangible Assets”, goodwill is no longer to be amortized.   For Fiscal 2005 and Fiscal 2004, the Company had excess of purchase price over net assets acquired of $11,200,000.   Impairment of excess of purchase price over net assets acquired—In accordance with SFAS No. 142 “Goodwill and Other intangible Assets” goodwill will be tested for impairment on an annual basis or whenever indicators of impairment arise. An impairment analysis was performed as of December 31, 2005 and 2004 and the Company concluded there was no impairment loss.   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 will be recognized as 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 revenues were derived from the Company’s discontinued Lifesyne scanning operations – see “Discontinued Operations” – Note 3 below.   Research and development—Costs incurred in connection with the development of software products that are intended for sale are accounted for in accordance with SFAS 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.   F-9        Technological feasibility is established upon completion of a detailed program design or, in its absence, completion of a working model. Thereafter, all software production costs can be capitalized and subsequently reported at the lower of un-amortized 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.   The Company concluded that capitalizing such expenditures on completion of a working model was inappropriate because the Company did not incur any material software production costs and therefore has decided to expense all research and development costs. The Company’s research and development costs are comprised of staff and consultancy costs expensed on the Medicsight CAD system.   The Company’s expenditures on research and development are comprised of staff and consultants employed in the development of Medicsight CAD. During the twelve months ended December 31, 2005, December 31, 2004 and December 31, 2003, the Company expended $2,363,000, $2,972,000 and $2,498,000 respectively for research and development expenses for Medicsight CAD and its products. We cannot predict the amount of additional expenditures that will be necessary prior to achieving commercialization of our products.   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 non-current 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.   Loss per share—Basic loss per share is calculated by dividing net loss attributable to the ordinary shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated by dividing the net loss attributable to the ordinary shareholders by the sum of the weighted average number of common shares outstanding and the diluted potential ordinary shares.   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 income/(loss) and foreign currency translation adjustments.   Fair value of financial instruments—SFAS 107, “Disclosures about Fair Value of Financial Instruments”, 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”. The 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.   Common stock—The holder of each share of common stock outstanding is entitled to one vote per share.   Stock options— The Company has elected to follow Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, (“APB 25”) and related interpretations in accounting for its employee stock options. Under this method, compensation cost is measured as the amount by which the market price of the underlying stock exceeds the exercise price of the stock option at the date at which both the number of options   F-10        granted and the exercise price are known. Under APB 25, because the exercise price of our employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense was recognized.   The Company has elected to adopt the disclosure only provisions of SFAS No. 123, “Accounting for Stock-Based Compensation” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of FASB Statement No. 123”, and measures the cost for MS-PLC’s employee stock compensation plan by using the accounting methods prescribed by APB 25, “Accounting for Stock Issued to Employees”, which allows that no compensation cost be recognized unless the exercise price of the options granted is lower than the fair market value of the Company’s stock at date of grant. Accordingly, no stock-based employee compensation cost is reflected in net loss, as all options granted had an exercise price equal to the market value of the underlying common stock on the date of grant.   In accordance with SFAS 148, “Accounting for Stock-Based Compensation - Transition and Disclosure,” the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS 123, “Accounting for Stock-Based Compensation,” to stock-based employee compensation is as follows for the years ended December 31:              2005       2004       2003                 ($ thousands, except per share data)                                           Net loss - as   reported       $   (12,216   )   $   (15,030   )   $   (10,096   )     Add:                                 Stock-based   employee compensation expense included in reported net income, net of related   tax effects       0       0       0         Deduct:                                 Adjustment to   total stock-based employee compensation expense determined under the   intrinsic value method for expense determined under the fair value based   method, net of related tax effects       (645   )   (292   )   (65   )     Pro forma net   loss       $   (12,861   )   $   (15,322   )   $   (10,161   )                                       Loss per share:                                 Basic and   diluted, as reported       $   (0.36   )   $   (0.49   )   $   (0.45   )     Basic and   diluted, pro forma       $   (0.38   )   $   (0.50   )   $   (0.46   )      The following weighted-average assumptions were used for the years ended December 31:              2005       2004       2003                                           Risk-free interest rate       4.5   %   3.5   %   3.5   %                                       Expected volatility       65   %   81   %   81   %                                       Dividend yield       0   %   0   %   0   %                                       Expected life       1 year       1 year       2 years          F-11        Use of estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 May 2005, the Financial Accounting Standards Board (“FASB”) issued SFAS 154, “Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3”.  The standard requires retrospective application to prior periods’ financial statements of a voluntary change in accounting principle unless it is deemed impracticable. The standard states that a change in method of depreciation, amortization or depletion for long-lived, non-financial assets be accounted for as a change in accounting estimate that is affected by a change in accounting principle.  The standard is effective for accounting changes and corrections of errors made occurring in fiscal years beginning after December 15, 2005.  The adoption of SFAS No. 154 is not expected to have a material impact on the Company’s financial position or results of operations.    In December 2004, the FASB issued SFAS 153,”Exchanges of Non-monetary Assets, an amendment of APB Opinion No.29”. The standard is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged and eliminates the exception under APB Opinion No. 29 for an exchange of similar productive assets and replaces it with an exception for exchanges of non-monetary assets that do not have commercial substance. The standard is effective for non-monetary exchanges occurring in fiscal periods beginning after June 15, 2005. The Company cannot determine the impact of SFAS 153 at this time.    In December 2004, the FASB issued SFAS 123 (revised 2004),”Share-Based Payment”. The standard eliminates the disclosure-only election under the prior SFAS 123 and requires the recognition of compensation expense for stock options and other forms of equity compensation based on the fair value of the instruments on the date of grant be expensed over the period service is received. We intend to adopt this Statement using the modified prospective method. The Company estimates that the charge to the Statement of Operations for the year to December 31, 2006 will be approximately $500,000.   3.              Discontinued Activities   Discontinued Activities. During the third quarter of 2005 a plan was initiated for the disposal of the Lifesyne business. In accordance with SFAS No. 144 “Accounting for Impairment or disposal of Long-Lived Assets” Lifesyne has been accounted for as discontinued operations. Accordingly, our financial statements have been restated to reflect the Lifesyne Segment as a discontinued operation in our consolidated statements of operations and cash flows for all periods presented. Statement of operations information presented in the notes to consolidated financial statements has been restated to reflect continuing operations for all periods presented.   On November 10, 2005 Lifesyne was sold to an independent third party for approximately $450,000. On August 18, 2005, MS-PLC entered into an option agreement with the purchaser to acquire Lifesyne for a non-refundable deposit of approximately $90,000 as the purchaser needed further time to arrange the financing for the acquisition. This deposit constituted part of the sale proceeds on completion of the acquisition. At that time the net assets of Lifesyne totaled approximately $844,000 leading to an impairment loss of approximately $394,000.   For Fiscal 2004, the Company recorded impairment of $582,000 against property and equipment related to the discontinued Lifesyne operations.   F-12        Revenues and operating losses for Lifesyne for years ended December 31:              $(000)                 2005       2004       2003                                                                             Revenues       $   427       $   538       $   276         Operating losses       $   1,084       $   1,563       $   1,155         Loss from impairment of assets       $   394       $   582       $   —                         4.              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 and does not have significant influence over the entities. 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, 2005, the Company held the following investment:   — A 6% holding in Eurindia PLC, a company that seeks to invest in small Indian IT services companies.   At December 31, 2004, the Company held the following investment:   — A 6% holding in Eurindia PLC. During Fiscal 2004 the Company recorded an impairment of $70,000 reducing the carrying value to approximately $359,000.   5.              Property and equipment   Property and equipment consist of the following as of December 31:              2005       2004                 ($’000)       ($’000)                                   Computer hardware and software       $   848       $   1,071         Furniture and fixtures       881       4,150         Motor Vehicles       65       72                                           1,794       5,293         Less: Accumulated depreciation       (1,542   )   (3,227   )             $   252       $   2,066          During Fiscal 2005 the Company recorded impairment to property and equipment of $394,000. This was as a result of the sale of Lifesyne to an independent third party.   During Fiscal 2004 the Company recorded impairment to property and equipment of $386,000. This was as a result of a decision to transfer MAM’s assets to MS-PLC and Lifesyne or sell to independent third parties at open market value or fully impair, as its business opportunities were limited due to the change in strategy of Lifesyne concerning the number of centers it was going to operate. The impairment relates to Ravenscourt centre that was closed in 2004.   F-13        6.              Line of Credit – related party   On December 15, 2000, the Company entered into an unsecured credit facility with Asia IT Capital Investments Limited (“Asia IT”), a related party – see Note 15, 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, 2007. Interest on advances under the credit facility accrues at 2% above US LIBOR. At December 31, 2005 US LIBOR was 4.8%. 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 10,000,000 ($18,000,000) credit facility with MS-PLC. Such facility ceases on June 30, 2007 and is secured by a lien on all of the assets of MS-PLC. Interest on outstanding amounts accrues at 2% above Sterling LIBOR. Pursuant to such credit facility, MS-PLC had covenanted to undertake a public offering of its ordinary shares in an amount not less than 25,000,000 not later than March 2002. MS-PLC did not complete such an offering and the facility nevertheless remains in place.   At the years ended December 31, 2005 and 2004 the Company had no drawings under the $20,000,000 facility with Asia IT, and MS-PLC had no drawings under its 10,000,000 ($18,000,000) facility with Asia IT. Under these facilities Asia IT, a related party, has deposited $2,500,000 for the benefit of the Company which the Company has not utilized.   7.              Capital leases   The assets under capital leases, which are included in property and equipment, are as follows:              2005       2004                 ($’000)       ($’000)                                   Furniture and fixtures       $   —       $   857         Motor Vehicles       65       72                 65       929         Less: Accumulated depreciation       (35   )   (556   )             $   30       $   373          The following is a schedule by year of future minimum lease payments under capital leases, together with the present value of the net minimum lease payments, as of December 31, 2005:              ($’000)         Fiscal Year                                   2006       $   20         2007       6         Total minimum lease payments       26                           Less amount   representing interest       1         Present value of net minimum lease payments       25                           Less current   maturities       19         Long-term   maturities       $   6          F-14        8.              Stockholders’ equity   During the year ended December 31, 2005 the Company raised $12,035,000 (net of commission and expenses) by issuing 3,327,000 restricted shares of common stock in a private placement.   The Company raised a further $3,600,000 (net of commission and expenses) on January 13, 2006 by issuing 1,000,000 restricted shares of common stock and is reflected as common stock subscribed but unissued at December 31, 2005. The Company had received the funds prior to the December 31, 2005 and is reflected as Cash held for common stock subscribed but unissued at December 31, 2005.   These private placements were underwritten by Asia IT, a related party. Asia IT received commissions of $1,630,000 on the above private placements.   During the year ended December 31, 2004 the Company raised $23,310,000 (net of commission and expenses) by issuing 8,579,000 restricted shares of common stock. These private placements were underwritten by Asia IT, a related party. Asia IT received commissions of $2,410,000 on the above private placement.   On January 27, 2004, the Company amended its Certificate of Incorporation to increase the number of shares the Company is authorized to issue from 25,000,000 shares to 40,000,000 shares of common stock. This amendment was approved by a majority of the stockholders of the Company.   At December 31, 2005 the Company owned 70,677,300 ordinary shares in MS-PLC, constituting 81.8% of the outstanding shares.   9.              Stock option plan   All the Company’s Equity Compensation Plans are issued by our majority-owned subsidiary, MS-PLC and not the Company to employees of MS-PLC. All securities that are issuable under these plans are MS-PLC shares. MS-PLC’s shares are not currently quoted on any recognized stock exchange. All MS-PLC’s equity plans allow employees the option to purchase MS-PLC’s shares at £1.00 ($1.65).   On March 20, 2003, the Board of Directors of MS-PLC approved a stock option plan “A” for its employees and reserved 4,000,000 shares of its common stock for issuance upon exercise of options granted under this plan. On April 19, 2003, the Remuneration Committee of MS-PLC also approved the stock option plan and implemented it on April 30, 2003 granted options over 2,828,600 shares to employees of MS-PLC. At December 31, 2005 there were 1,872,500 options outstanding and 100% of the options issued were exercisable under this plan.   On September 30, 2004 MS-PLC granted options over 3,400,500 shares to its employees under the stock option plan “B”. Subsequently on August 15, 2005, the Board of Directors of MS-PLC approved the stock option plan “B”. At December 31, 2005 there were 2,043,700 options outstanding and 70% of the options issued were exercisable under this plan after MS-PLC had passed certain vesting criteria.   On June 30, 2005 MS-PLC granted options over 230,000 shares to its employees. Subsequently on August 15, 2005, the Board of Directors of MS-PLC approved a stock option plan “C”. At December 31, 2005 there were 230,000 options outstanding and none of the options issued were exercisable. Options issued under this plan vest equally after employees have been employed for 12, 24 and 36 months.   F-15        The following table summarizes the MS-PLC Stock Option activity:              Stock Options Outstanding                 Shares       Exercise    Price Per    Share       Weighted    Average    Exercise    Price                                           Balance January 1, 2004       —       —       —         Granted       2,375,700       $   1.65       $   1.65         Forfeited       (400,450   )                     Exercised       —       —       —                                           Outstanding December 31, 2004       1,975,250       $   1.65       $   1.65                                           Granted       3,630,500       $   1.65       $   1.65         Forfeited       (1,459,550   )                     Exercised       —       —       —                                           Outstanding December 31, 2005       4,146,200       $   1.65       $   1.65                                           Options exercisable at:                                 December 31,   2005       3,362,850       $   1.65       $   1.65          Following is a summary of the status of stock options outstanding at December 31, 2005:                              Outstanding Options       Exercisable Options                                 Weighted                                                         Average       Weighted               Weighted                                 Remaining       Average               Average                 Exercise               Contractual       Exercise               Exercise                 Price       Number       Life       Price       Number       Price                                                                   “A” Options       $   1.65       1,872,500       1 year       $   1.65       1,872,500       $   1.65         “B” Options       $   1.65       2,043,700       1 year       $   1.65       1,490,350       $   1.65         “C” Options       $   1.65       230,000       2 years       $   1.65       0       $   1.65                         4,146,200                       3,362,850                  F-16        10.       Income Taxes   The income tax provision is summarized as follows for the years ended December 31:              2005       2004       2003                 ($’000)     Current                                 Federal       $   0       $   0       $   0         State and local       0       0       0         Foreign       0       0       0         Deferred       0       0       0                                           Total income tax provision (benefit)       $   0       $   0       $   0          Significant components of deferred tax assets were as follows as of December 31:   Deferred Tax Assets              2005       2004                 ($’000)       ($’000)                                   Tax loss carry-forward       $   16,460       $   14,230         Capital loss carry forward       45,230       45,230         Property and plant depreciation methods       35       35         Total       61,725       59,495         Valuation Allowance       (61,725   )   (59,495   )     Net deferred tax asset       $   —       $   —          The Company has net operating loss carry-forwards for United States tax purpose to offset future taxable income of $4,221,000 expiring in years 2006 through 2018. As it is not more likely than not that the resulting deferred tax benefits will be realized, a full valuation allowance has been recognized for such deferred tax assets. The utilization of net operating loss carry forwards may be significantly limited under the Internal Revenue Code as a result of ownership changes due to the Company’s stock and other equity offerings.   Under United Kingdom taxation, MS-PLC has $51,226,000 of net operating loss carry-forwards to offset future taxable income. As it is not more likely than not that the resulting deferred tax benefits will be realized, a full 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 for the year ended December 31:              2005       2004       2003                                           Income taxes at the federal statutory rates       (35   )%   (35   )%   (35   )%     Change in valuation allowance       1       1       1         Foreign operations       34       34       34         Effective rate of income tax       0   %   0   %   0   %      The Company has net capital losses to be carried forward in the U.S. of $129,229,000 to offset against future capital gains expiring in years 2007 through 2009.   F-17        The receipt of $858,000 relates to a tax credit paid by the United Kingdom taxation authorities in the second quarter of Fiscal 2005 under its R&D tax relief scheme for small and medium enterprises to MS-PLC. The basis for the R&D relief is to encourage the development of new technologies and is only applicable to the research and development of a new technology and not a product.   The receipt represented the tax credit received for expenditures incurred between November 2001 and December 2003. The Company did not accrue for any potential tax credit for Fiscal 2004 as it has determined that the completion date of the new technology occurred at the end of Fiscal 2003 and therefore no application for Fiscal 2004 will be made.   11.       Operating leases   As discussed in Note 14 the Company does not have a formal lease on its offices at 46 Berkeley Square. Total rent expense was $969,000, $1,101,000, and $909,000 for years ended December 31, 2005, 2004 and 2003, respectively.   12.       Segment reporting   For Fiscal 2005, Fiscal 2004 and Fiscal 2003 the Company’s reportable segment was the provision of medical scanning services derived from the discontinued Lifesyne operation. All revenues were generated within the United Kingdom.   13.       Concentrations   The Company maintains its cash and cash equivalents at major financial institutions in the United Kingdom. Cash held in foreign institutions amounted to $6,933,000 and $5,194,000 at December 31, 2005 and 2004, respectively. The Company periodically evaluates the relative credit standing of financial institutions considered in its cash investment strategy.   14.       Related Party Transactions   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 expired on December 31, 2001, but has been extended to June 30, 2007. 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 10,000,000 ($18,000,000) credit facility with MS-PLC. Such facility ceases on June 30, 2007 and is secured by a lien on all of the assets of MS-PLC. Interest on outstanding amounts accrues at 2% above Sterling LIBOR. Pursuant to such credit facility, MS-PLC had covenanted to undertake a public offering of its ordinary shares in an amount not less than 25,000,000 ($45,000,000) not later than March 2002. MS-PLC did not complete such an offering and the facility nevertheless remains in place.   In addition, a director of Asia IT is a brother of Tim Paterson-Brown who was appointed to the Board on December 8, 2003 and to the Board of MS-PLC on September 5, 2003. In addition to the loan facilities   F-18        made available by Asia IT to the Company and MS-PLC, Asia IT received commissions on shares issued under private placements in both Fiscal 2005 and Fiscal 2004.   During the year ended December 31, 2005 the Company raised $12,035,000 net of commissions and expenses, in a private placement of restricted common stock at $4.00 per share. Asia IT received commissions of $1,230,000. The Company raised a further $3,600,000 net of commissions and expenses, on January 13, 2006 in a private placement of restricted common stock at $4.00 per share. Asia IT received commissions of $400,000. The Company had received the funds prior to the December 31, 2005.   During Fiscal 2004 the Company raised $23,310,000, net of commissions and expenses, in a private placement of restricted common stock at $3.00 per share. Asia IT received commissions of $2,410,000, which was partly settled by issuing 420,000 shares of Company common stock valued at $3.00 per share.   The Company’s corporate offices at 46 Berkeley Square, London W1J 5AT, United Kingdom. The office is comprised of 9,642 square feet. Until June 30, 2003, rent was paid quarterly in advance to a property management company, Berkeley Square Ventures Limited, which in turn collects the rent for Yang Cellulose Company Limited (“YCCL”) (previously International Cellulose Company Limited), the entity that holds the lease on the property. Subsequent to June 30, 2003, rent has been paid directly to YCCL. In November 2001, YCCL was acquired by Macniven and Cameron Equity Holdings Limited (“M&C”) (previously STG Holdings PLC), a major shareholder of the Company. The rent payable is based on the amount of space each company occupies. There are no formal leases between the Company and YCCL. The Company paid rent of $969,000 in Fiscal 2005, $1,101,000 in Fiscal 2004, and $909,000 in Fiscal 2003.   15.       Legal Proceedings   The Company is involved with various legal actions and claims arising in the ordinary course of business. Management believes that the outcome of any such litigation and claims will not have a material effect on the Company’s financial position or results of operations.   16.       Subsequent events   On March 17, 2006 the Company raised $990,000, net of commissions and expenses, in a private placement of restricted common stock at $4.00 per share. Asia IT earned commissions of $110,000.   F-19        17.       Quarterly Financial Data (un-audited)   The tables below summarize the Company’s un-audited quarterly operating results for Fiscal 2005 and 2004. Discontinued operations relate to Lifesyne UK Ltd – see Note 3.   THREE MONTHS ENDED ($ thousands except per share data)              March 31, 2005       June 30, 2005       September 30, 2005       December 31, 2005                                                   Revenues    - continuing       $   —       $   —       $    —       $   —             - discontinued       151       131       113       32                                                       Loss    - continuing       (2,848   )   (1,999   )   (2,968   )   (2,923   )     Loss    - discontinued       (246   )   (365   )   (684   )   (183   )                                               Net loss       $   (3,094   )   $   (2,364   )   $    (3,652   )   $   (3,106   )                                               Basic and diluted loss per share                                         Continuing operations       (0.09   )   (0.06   )   (0.09   )   (0.08   )     Discontinued operations       (0.00   )   (0.01   )   (0.02   )   (0.01   )                                               Net loss       $   (0.09   )   $   (0.07   )   $    (0.11   )   $   (0.09   )      THREE MONTHS ENDED ($ thousands except per share data)              March 31, 2004       June 30, 2004       September 30, 2004       December 31, 2004                                                   Revenues    - continuing       $   —       $   —       $   —       $   —             - discontinued       152       136       111       139                                                       Loss    - continuing       (3,217   )   (2,861   )   (2,976   )   (3,831   )     Loss    - discontinued       (314   )   (342   )   (519   )   (970   )                                               Net loss       $   (3,531   )   $   (3,203   )   $   (3,495   )   $   (4,801   )                                               Basic and diluted loss per share                                         Continuing operations       (0.12   )   (0.09   )   (0.08   )   (0.13   )     Discontinued operations       (0.01   )   (0.01   )   (0.02   )   (0.03   )                                               Net loss       $   (0.13   )   $   (0.10   )   $   (0.10   )   $   (0.16   )      F-20        Schedule II   Medicsight, Inc   Valuation and Qualifying Accounts ($000’s)              Balance   at                                         beginning                       Balance   at         Deferred Tax Valuation Allowance       of   year       Additions       Write-offs       end   of year                                                   2003       46,112       234       —       46,346         2004       46,346       13,149       —       59,495         2005       59,495       2,230       —       61,725          The deferred tax valuation allowance applies to both operating loss carry-forwards and capital losses incurred by the Company.           EX-21.1 2 a06-3922_4ex21d1.htm SUBSIDIARIES OF THE REGISTRANT       Exhibit 21.1   SUBSIDIARIES OF MEDICSIGHT, INC.      Name of   Subsidiary       Jurisdiction   of Organization                   Medicsight PLC       England and   Wales     Medicsight   Nominees Limited       England and   Wales     MedicExchange,   Inc       Delaware, U.S.A.     Medicsight Asset   Management Limited       England and   Wales     Medicsight USA,   Inc       Nashville,   U.S.A.     Medicsight   International Limited       Gibraltar     Medicsight KK       Japan     Medicsight   Finance Limited       England and   Wales     HTTP Tech, Inc.       New York, U.S.A.     Medical Vision   Systems, Inc.       Delaware, U.S.A.      E-1         EX-31.1 3 a06-3922_4ex31d1.htm 302 CERTIFICATION       Exhibit 31.1   CERTIFICATION   I, Tim Paterson-Brown, certify that:   1. I have reviewed this annual report on Form 10-K of Medicsight, Inc;   2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;   3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;   4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:   (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;   (b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and   (c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and   5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):   (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and   (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.                    By:   /s/ TIM PATERSON BROWN             Tim Paterson-Brown         Chief Executive Officer     March 29, 2006          E-2         EX-31.2 4 a06-3922_4ex31d2.htm 302 CERTIFICATION       Exhibit 31.2   CERTIFICATION   I, Paul Gothard, certify that:   1. I have reviewed this annual report on Form 10-K of Medicsight, Inc;   2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;   3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;   4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:   (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;   (b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and   (c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and   5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):   (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and   (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.                    By:   /s/ PAUL A. GOTHARD             Paul Gothard         Chief Financial Officer     March 29, 2006          E-3         EX-32.1 5 a06-3922_4ex32d1.htm 906 CERTIFICATION       Exhibit 32.1   CERTIFICATION PURSUANT TO SECTION 906   OF THE SARBANES-OXLEY ACT OF 2002   I, Tim Paterson-Brown, Chief Executive Officer of Medicsight, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:   (1)    the Annual Report on Form 10-K of the Company for the year ended December 31, 2005, and 2004 (the “Report”) fully complies with the requirements of  Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and   (2)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.                    By:   /s/ TIM PATERSON-BROWN             Tim Paterson-Brown         Chief Executive Officer     March 29, 2006          E-4         EX-32.2 6 a06-3922_4ex32d2.htm 906 CERTIFICATION       Exhibit 32.2   CERTIFICATION PURSUANT TO SECTION 906   OF THE SARBANES-OXLEY ACT OF 2002   I, Paul Gothard, Chief Financial Officer of Medicsight, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:   (1)    the Annual Report on Form 10-K of the Company for the year ended December 31, 2005 and 2004 (the “Report”) fully complies with the requirements of  Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and   (2)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.                    By:   /s/ PAUL A. 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