0001144204-12-034387.txt : 20120612 0001144204-12-034387.hdr.sgml : 20120612 20120612140236 ACCESSION NUMBER: 0001144204-12-034387 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120612 DATE AS OF CHANGE: 20120612 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MGT CAPITAL INVESTMENTS INC CENTRAL INDEX KEY: 0001001601 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133758042 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-57417 FILM NUMBER: 12902544 BUSINESS ADDRESS: STREET 1: 500 MAMARONECK AVENUE - SUITE 204 CITY: HARRISON STATE: NY ZIP: 10528 BUSINESS PHONE: (914) 630-7430 MAIL ADDRESS: STREET 1: 500 MAMARONECK AVENUE - SUITE 204 CITY: HARRISON STATE: NY ZIP: 10528 FORMER COMPANY: FORMER CONFORMED NAME: MEDICSIGHT INC DATE OF NAME CHANGE: 20021113 FORMER COMPANY: FORMER CONFORMED NAME: HTTP TECHNOLOGY INC DATE OF NAME CHANGE: 20001016 FORMER COMPANY: FORMER CONFORMED NAME: INTERNET HOLDINGS INC DATE OF NAME CHANGE: 19980520 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: J&S GAMING, INC. CENTRAL INDEX KEY: 0001551876 IRS NUMBER: 753047444 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 12 MAY HILL LANE CITY: DIX HILLS STATE: NY ZIP: 11746 BUSINESS PHONE: 516-655-6926 MAIL ADDRESS: STREET 1: 12 MAY HILL LANE CITY: DIX HILLS STATE: NY ZIP: 11746 SC 13G 1 v315872_sc13g.htm SCHEDULE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

MGT Capital Investments, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

55302P202

(CUSIP Number)

May 24, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this

Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be 'filed' for the purpose of Section 18 of the Securities Exchange Act of 1934 ('Act') or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 55302P202

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Page 2 of 4 Pages

1.	NAMES OF REPORTING PERSONS

	J&S Gaming, Inc.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) ¨

3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of New York

Number of Shares Beneficially Owned by Each Reporting Person With:
		5. SOLE VOTING POWER
		350,000 (see Note 1)

		6. SHARED VOTING POWER
		None

		7. SOLE DISPOSITIVE POWER
		350,000 (see Note 1)

		8. SHARED DISPOSITIVE POWER
		None

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	350,000 (See Note 1)

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	14.26% (see Note 1)

12.	TYPE OF REPORTING PERSON
	CO

***Note 1***

J&S Gaming, Inc. is a New York Corporation (“J&S”). Pursuant to a Contribution and Sale Agreement (the “Sale Agreement”) between J&S, the issuer and MGT Gaming, Inc. and effective May 24, 2012, the reporting person is deemed to beneficially own 350,000 shares of common stock of the issuer underlying warrants issued pursuant to the Sale Agreement.

CUSIP No. 55302P202

13G

Page 3 of 4 Pages

Item 1.

(a)	Name of Issuer

	MGT Capital Investments, Inc. a Delaware corporation (the 'Company').

(b)	Address of Issuer's Principal Executive Offices

	500 Mamaroneck Avenue, Suite 204
	Harrison, NY 10528

Item 2(a).	Name of Person Filing

	This statement is filed by J&S Gaming, Inc. (“Reporting Persons”)

Item 2(b).	Address of Principal Business Office or, if none, Residence

	12 May Hill Lane
	Dix Hill, NY 11746

Item 2(c).	Citizenship

	State of New York

Item 2(d)	Title of Class of Securities

	Common Stock, par value $0.001 per share (the 'Common Stock')

Item 2(e)	CUSIP Number 55302P202

Item 3.

	Not applicable.

Item 4.	Ownership

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for the Reporting Person hereto and is incorporated herein by reference for the Reporting Person.

Item 5.	Ownership of Five Percent or Less of a Class

	Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person

	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
	Acquired the Security Being Reported on by the Parent Holding Company

	Not applicable.

Item 8.	Identification and Classification of Members of the Group

	Not applicable.

Item 9.	Notice of Dissolution of Group

	Not applicable.


Item 10.	Certification

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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Page 4 of 4 Pages

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it

set forth in this statement is true, complete, and correct.

Dated: June 12, 2012

J&S Gaming, Inc.

By:	/s/ Steven Brandstetter
Name:	Steven Brandstetter
Title:	Authorized Signatory
	J&S Gaming, Inc.