<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10-K/A

       [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

          [X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  FOR THE ELEVEN MONTHS ENDED DECEMBER 31, 2000

                        Commission File Number 000-20835

                                  LEAPNET, INC.
                         (FORMERLY THE LEAP GROUP, INC.)
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  DELAWARE                       36-4079500
      (STATE OR OTHER JURISDICTION OF         (I.R.S. EMPLOYER
      INCORPORATION OR ORGANIZATION)         IDENTIFICATION NO.)

                    420 WEST HURON STREET, CHICAGO, IL 60610
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, INCLUDING ZIP CODE)

                                 (312) 528-2400
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                                         Name of each exchange
              Title of each Class                         on which registered
              -------------------                        ---------------------
                    None                                         None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                     Common Stock (Par Value $.01 Per Share)
                                (Title of Class)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in a definitive proxy statement or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [X]

The aggregate market value of Common Stock, $.01 par value, held by
non-affiliates of the Registrant, as of March 22, 2001, was $13,954,777 (based
upon the closing sale price of the Common Stock on the NASDAQ National Market on
March 22, 2001, and, for the purpose of this calculation only, assuming that all
of the Registrant's directors and officers are affiliates.) There were
29,131,062 shares of Registrant's Common Stock, $.01 par value, outstanding as
of March 22, 2001.

<PAGE>

Item 10.    Directors and Executive Officers of the Registrant.

As of April 30, 2001, the directors and executive officers of the Company were
as follows:

Robert M. Figliulo - 46. Chairman of the Board and Chief Executive Officer

Mr. Figliulo was appointed Chairman of the Board of Directors in November 2000,
and he has served as Chief Executive Officer of Leapnet since May 2000. He had
served as Chairman and Chief Executive Officer of SPR Inc. since June 1997, and
previously served as President and Chairman of SPR Chicago. Since joining SPR in
May 1976, Mr. Figliulo has held numerous positions, including Programmer,
Analyst, Account Manager, General Manager of both the Tulsa and Chicago offices
and Vice President of Marketing. Mr. Figliulo received a Masters in Business
Administration from the University of Chicago in 1987.

David A. Figliulo - 40. Director and Vice-President

Mr. Figliulo was appointed a director of Leapnet in August 2000. Mr. Figliulo
was appointed Vice President - Sales of Leapnet in May 2000. Prior to that time,
he served as a director of SPR Inc. and an Executive Vice President since June
1997. Since joining SPR Inc. in July 1989, Mr. Figliulo served as an Account
Manager, the Vice President of Sales for the Chicago office, and Vice President
of the Chicago office. Prior to joining SPR, Mr. Figliulo worked as an Account
Manager for Baxter Healthcare, an international pharmaceutical company, in the
Oxygen Systems Division, and was recognized as the division's top salesman in
the United States in 1987, 1988, and 1989. Mr. Figliulo received a B.A. degree
from St. Mary's University in 1983.

The other members of the Board of Directors are as follows:

Scott Barnum - 44. Director

Mr. Barnum joined Leapnet's Board of Directors in May 2000. From January 1999,
through February 2000, Mr. Barnum served as Vice President/General Manager -
International for e-Bay, Inc. Mr. Barnum served as President and Chief Operating
Officer of Pete's Brewing Company between July 1997, and August 1998. He also
held various general manager positions at Miller Brewing Company from August
1993 through July 1997. He presently serves as a director of Pyramid Breweries,
Inc., and he also serves as a director or advisory board member of several
private companies in the technology and consumer products industries. Mr. Barnum
received a Masters in Business Administration from Columbia University in 1982
and a Bachelor's of Business Administration from Pacific Lutheran University in
1977.

Charles F. Moran - 71. Director

Mr. Moran was elected to Leapnet's Board of Directors in July 2001. He served as
Senior Vice President - Administration of Sears, Roebuck and Co. from 1989 to
1993, where he was also a member of Sears Management Committee. In this
capacity, Mr. Moran's responsibilities included Corporate Operations, Real
Estate, Technology, Human Resources and Public Affairs Functions. Mr. Moran also
served as Senior Vice President and Chief Information Officer for Sears Roebuck
and Co. from 1988-1989. During this period, he developed and implemented the
Sears Technology Services Co., combining all voice and data communications, as
well as Data Processing for the Sears family of companies. From 1986 to 1988,
Mr. Moran was the Senior Executive Vice President and Chief Administrative
Officer of Dean Witter Financial Services Group and Discover Card. During his
career, he held a number of senior positions at Sears including President, Sears
World Trade, Inc.; Vice President, Corporate Planning and Vice President,
Operations. Mr. Moran's career with Sears, Roebuck and Co. began in 1954 and
extended through the end of 1993, when he retired. He presently serves as a
director for Morgan Stanley Dean Witter Trust Company, Discover Bank Company
(Delaware), New Castle Trust Company (Delaware), International Insurance
Company, Advantica Restaurant Group, Inc., FRD Acquisition Company, West Side
Affordable Housing, Inc., and Homan Arthington Foundation. Mr. Moran received a
Masters in Business Administration from Fairleigh Dickinson University and a BA
degree from Drew University.

<PAGE>

Peter Poli - 40. Director

Mr. Poli joined Leapnet's Board of Directors in May 2000. He is the Chief
Financial Officer and Secretary for Chicago based I-Works, Inc., an internet
infrastructure firm that develops web sites for small businesses. He served as
the Vice President and Chief Financial Officer of FTD.COM from April 1999 until
April 2000. Prior to joining FTD.COM, Mr. Poli was Chief Financial Officer of
Discover Brokerage Direct, Inc., an internet brokerage firm that is a wholly
owned subsidiary of Morgan Stanley Dean Witter & Co., from March 1997, to April
1999. He was also a director of Discover Brokerage Direct from July 1998 to
April 1999. From 1987 until he joined Discover Brokerage Direct, Mr. Poli served
in various capacities at Dean Witter Reynolds Inc., an investment banking firm.
Mr. Poli received an A.B. from Brown University in 1983 and an M.B.A. from
Harvard Business School in 1987.

Charles J. Ruder - 63.  Director

Mr. Ruder joined Leapnet's Board of Directors in September 1997. Mr. Ruder
served as the President and Chief Executive Officer of the Chicago United Way /
Crusade of Mercy for the greater Chicagoland area from 1994 to 1996, when he
retired. Mr. Ruder worked at Sears, Roebuck and Co. from 1959 to 1993 in many
management capacities, including Vice President of Public Affairs from 1985 to
1993. Prior to that time, he served as region manager for stores located in the
Washington, D.C. area and prior to that for the Minnesota area. Mr. Ruder
received a Bachelor of Science from Northern Illinois University in 1959.

Stephen J. Tober  - 36. Director, President and Chief Operating Officer

Mr. Tober was appointed Director, President, and Chief Operating Officer of
Leapnet in May 2000. Mr. Tober had served as SPR Inc.'s Chief Operating Officer
since June 1998, and as Executive Vice-President - Finance and Business
Development since June 1997. Mr. Tober worked in the investment banking division
of Salomon Smith Barney from 1995 through 1997. From 1991 through 1995 Mr. Tober
worked in the corporate finance group of the law firm Latham & Watkins. Mr.
Tober received a J.D. degree from the University of Virginia School of Law in
1991 and a B.A. degree from Amherst College in 1987.

Set forth below are the Executive Officers of Leapnet who are not directors of
Leapnet:

Stephen T. Gambill - 50. Mr. Gambill was appointed Chief Financial Officer of
Leapnet in May 2000. Prior to that time, he served as SPR Inc.'s Vice President
and Chief Financial Officer since July 1996. From 1982 through July 1996, Mr.
Gambill, a certified public accountant, held various financial management
positions within Natural Gas Pipeline Company of America, a large natural gas
pipeline, and most recently served as its Director of Accounting. Prior to 1982,
he held various auditing positions with public accounting firms of Coopers and
Lybrand and Deloitte, Haskins & Sells. Mr. Gambill is a C.P.A. and received an
M.B.A. from the University of Chicago in 1987 and a B.S. in Accounting from the
University of Illinois in 1972

Robert C. Bramlette - 51. Mr. Bramlette has served as Chief Legal Officer and
as Secretary of Leapnet since May 1996. Prior to joining Leapnet, Mr. Bramlette
was Of Counsel to the law firm Krupa & Braun, which he joined in February 1996.
Prior to joining Krupa & Braun, Mr. Bramlette was employed by Sears, Roebuck and
Co. for sixteen years, most recently as its Assistant General Counsel, Real
Estate, and prior to that time in a number of positions including Director of
Corporate Communications. Currently, Mr. Bramlette is Of Counsel to the firm of
Braun & Edwards, Chtd. Mr. Bramlette received a J.D. degree from Northwestern
University in 1974 and a B.B.A. from the University of Notre Dame in 1971.


Item 11.  Executive Compensation.

The following table sets forth information with respect to the cash compensation
paid for services rendered during each of the last three fiscal years to the
officers who acted as Leapnet's Chief Executive Officer, its

<PAGE>

other current executive officers, and two former executive officers who received
the highest compensation for the eleven-month period ending December 31, 2000
(each, a "Named Executive Officer"):

<TABLE>
<CAPTION>
                                                                         Securities
                                                                         Underlying       All Other
Name                             Period (1)    Salary        Bonus($)    Options(#)     Compensation
----                             ----------   --------       --------    ----------     ------------
<S>                              <C>                         <C>         <C>            <C>
Robert M. Figliulo               2000 (2)     $179,808          --           --            $9,800 (3)
Chairman of the Board and        1999          --               --           --            --
Chief Executive Officer          1998          --               --           --            --

Stephen J. Tober                 2000 (2)     $130,769          --           --            $8,790 (4)
President                        1999          --               --           --            --
                                 1998          --               --           --            --

David A. Figliulo                2000 (2)     $130,769          --           --           $13,419 (5)
Vice President - Sales           1999          --               --           --            --
                                 1998          --               --           --            --

Stephen T. Gambill               2000 (2)     $104,615          --           --            $6,664 (6)
Chief Financial Officer          1999          --               --           --            --
                                 1998          --               --           --            --

Frederick Smith                  2000         $738,462 (7)      --           --            $2,000(9)
Former Chairman of the           1999          200,000          --           --            --
Board and Chief                  1998           52,000 (8)      --           --            --
Executive Officer

Thomas R. Sharbaugh (10)         2000         $184,615          --           --            $2,000 (9)
President of Planet Leap, Inc.   1999          200,000          --         100,000          --
                                 1998           52,000 (8)      --           --             --

Robert C. Bramlette              2000         $139,231         $3,000        --            $2,000 (9)
Chief Legal and                  1999          140,562          --          80,000          --
Strategic Officer                1998          127,846          --          75,000          --
</TABLE>

(1) In May 2000, Leapnet changed its reporting period from a fiscal year ending
January 31 to a calendar year ending December 31. The payments reflected in this
table for 2000 is for the period February 1, 2000 through December 31, 2000; for
1999 is for the period February 1, 1999 through January 31, 2000; for 1998 is
for the period February 1, 1998 through January 31, 1999.

(2) Messrs. Robert M. Figliulo, Tober, David A. Figliulo, and Gambill joined
Leapnet in May 2000.

(3) Automobile lease payments made in 2000.

(4) Automobile lease payments made in 2000.

(5) Automobile lease payments made in 2000

(6) Automobile lease payments made in 2000.

(7) Mr. Smith resigned from Leapnet in November 2000 and this amount includes a
severance payment.

(8) Messrs. Smith and Sharbaugh voluntarily reduced their salaries during
fiscal 1999.

(9) Matching payments under Leapnet's 401(k) plan in 2000.

(10) Mr. Sharbaugh resigned from Leapnet in April 2001.

<PAGE>

Stock Option Grants in Last Fiscal Year
The following table sets forth certain information on options granted during the
eleven-month period ending December 31, 2000 to the Named Executive Officers.

No stock appreciation rights were granted to the Named Executive Officers during
the eleven-month period ending December 31, 2000.

No stock option grants were granted to the Named Executive Officers during the
eleven-month period ending December 31, 2000.


Option Exercises in the Last Fiscal Year and Year-End Option Values

The Leapnet Named Executive Officers did not exercise any options in fiscal
2000. The following table provides information on unexercised options of Leapnet
Named Executive Officers at December 31, 2000.

<TABLE>
<CAPTION>

                                  Number of securities underlying               Value of unexercised
                                        unexercised options                   in-the-money options at
                                      at December 31, 2000 (#)                 December 31, 2000 ($)
NAME                               EXERCISABLE       UNEXERCISABLE         EXERCISABLE       UNEXERCISABLE
----                               -----------       -------------         -----------       -------------
<S>                                <C>               <C>                   <C>               <C>
Robert M. Figliulo                     6,510               112,840             $0.00                $0.00
Stephen J. Tober                     366,087                82,460             $0.00                $0.00
David A. Figliulo                      4,340                82,460             $0.00                $0.00
Thomas R. Sharbaugh                1,866,666                33,334             $0.00                $0.00
Stephen T. Gambill                    53,156                30,380             $0.00                $0.00
Robert C. Bramlette                  135,416                33,334             $0.00                $0.00
</TABLE>


Employment Agreements

On May 1, 2000, a wholly owned subsidiary of Leapnet merged with and into SPR
Inc. SPR Inc. became a subsidiary of Leapnet, Inc. and changed its name to
Leapnet I, Inc. Leapnet I has entered into substantially identical employment
agreements with Robert M. Figliulo, Stephen J. Tober, David A. Figliulo, and
Stephen T. Gambill. The agreements provide that upon termination of employment
by Leapnet I, other than for Cause (as defined in the agreements), death or
retirement, the company will pay the executive an amount equal to no more than
the executive's annual base compensation in effect at the time of termination.
The agreements also generally provide that in the event of a change in control
(as defined in the agreements) and the occurrence of certain events, and to the
extent deductible under the then applicable tax laws, Leapnet I will pay the
executive a payment equal to the sum of: (i) the executive's most recent base
annual compensation and annual bonus for the fiscal year prior to the date of
the change in control; plus (ii) the cash value of the insurance protection
(including dependent coverage) then in effect with respect to Leapnet I's health
insurance plan, based upon the cost of such insurance to Leapnet I for a
12-month period following the change in control date. The agreements also
contain noncompetition, nonsolicitation, and nondisclosure covenants. The
employment agreements for Messrs. Robert M. Figliulo, David A. Figliulo, and
Stephen J. Tober were amended on January 27, 2000 to preserve their target bonus
program after the merger by substituting Leapnet stock for SPR stock.

Leapnet entered into employment agreements with Thomas R. Sharbaugh and Robert
C. Bramlette. The agreements provide that upon termination of employment by
Leapnet, other than for Cause (as defined in the agreements), death or
retirement, Leapnet will pay the executive an amount equal to no more than the
executive's annual base compensation in effect at the time of termination. The
agreements also generally provide that in the event of a change in control (as
defined in the agreements) and the occurrence of certain events, and to the
extent deductible under the then applicable tax laws, Leapnet will pay the
executive a payment equal to the sum of: (i) the executive's most recent base
annual compensation and annual bonus for the fiscal year prior to the date of
the change in control; plus (ii) the cash value of the insurance protection
(including dependent coverage) then in effect with respect to Leapnet's health
insurance plan, based upon the cost of such insurance to Leapnet for a 12-month
period following the change in control

<PAGE>

date. The agreements also contain noncompetition, nonsolicitation, and
nondisclosure covenants. In April 2001, Mr. Sharbaugh resigned as a director and
officer of Leapnet and its subsidiaries.


Item 12. Security Ownership of Management and Certain Beneficial Owners.

The following table sets forth information concerning the beneficial ownership
of Leapnet's Common Stock as of April 12, 2001, for: (a) each incumbent Director
and each of the nominees for Director; (b) each of the current Named Executive
Officers not listed as a Director; (c) each person known by Leapnet to own
beneficially more than 5% of the outstanding Common Stock; and (d) Directors and
Executive Officers as a group.

<TABLE>
<CAPTION>

                                            Amount of Shares                    Percent of Total
Name of Individual (1)                      Beneficially Owned (2)              Stock Outstanding
----------------------                      ----------------------              -----------------
<S>                                         <C>                                 <C>
Robert M. Figliulo (3)                               2,588,888                          8.6%
Frederick A. Smith (4)                               2,049,000                          6.8%
Thomas R. Sharbaugh (5)                              1,866,666                          6.2%
David A. Figliulo (6)                                1,785,657                          6.0%
T. Rowe Price & Associates, Inc. (7)                 1,573,792                          5.2%
Stephen J. Tober (8)                                   384,275                          1.3%
Robert C. Bramlette (9)                                153,837                            *%
Stephen T. Gambill (10)                                 73,248                            *%
Charles J. Ruder (11)                                   63,500                            *%
Scott Barnum (12)                                       24,500                            *%
Peter Poli (13)                                         23,500                            *%
Charles F. Moran (14)                                   23,000                            *%

All Directors, Nominees and Executive Officers
as a group (9 individuals) (15)                      5,120,405                         17.1%
</TABLE>

*         Less than one percent.

(1)      Unless otherwise noted below, the address of each person listed is:
c/o Leapnet, Inc., 420 W. Huron Street, Chicago, IL 60610.

(2)      Unless otherwise noted below, the persons in the above table have sole
voting and investment power with respect to all shares shown as beneficially
owned by them.

(3)      Includes 595,889 shares owned by the Robert M. Figliulo Grantor
Retained Annuity Trust, for which Robert M. Figliulo serves as sole trustee and
has sole investment and voting discretion, includes 269,978 shares owned by
Figliulo Family Associates II L.P., a Delaware limited partnership, for which
partnership Robert M. Figliulo is a general partner and serves as trustee and
has sole investment and voting discretion, and includes 65,100 shares owned by
the Robert M. and Kim M. Figliulo Family Foundation, for which Robert M.
Figliulo serves as trustee and has sole investment and voting discretion.
Includes 30,379 shares issuable pursuant to currently exercisable options.

 (4)     Based on information contained in our proxy dated June 9, 2000 and a
form 144 filing by Mr. Smith on September 12, 2000. Includes 174,000 shares held
by trusts for Mr. Smith's children, for which Mr. Smith, as co-trustee, shares
voting and investment power. Mr. Smith resigned as a director in November 2000.
Mr. Smith's address is 255 S. Prospect, Clarendon Hills, IL 60514.

(5)      The shares shown are issuable to Mr. Sharbaugh pursuant to currently
exercisable options, of which 1,866,666 shares are exercisable within 60 days of
the date of this proxy. Mr. Sharbaugh's address is 810 Fox Glen Drive, St.
Charles, IL 60174

(6)      Includes 542,217 shares owned by the David A. Figliulo Grantor Retained
Annuity Trust, for which David A. Figliulo serves as sole trustee and has sole
investment and voting discretion. Does not

<PAGE>

include an aggregate of 60,693 shares held by the Figliulo Family Associates,
L.P., a Delaware limited partnership, of which partnership Mr. Figliulo is a
General Partner. Mr. Figliulo disclaims beneficial ownership of such shares.
Includes 21,700 shares issuable pursuant to currently exercisable options.

(7)      Based on Schedule 13G dated February 2, 2000, jointly filed by T. Rowe
Price Associates, Inc. and T. Rowe Price New Horizons Fund, Inc. The address of
these companies is 100 E. Pratt Street, Baltimore, Maryland 21202. T. Rowe Price
has sole voting power over 1,573,792 shares.

(8)      Includes 383,447 shares issuable pursuant to currently exercisable
options.

(9)      Includes 152,083 shares issuable pursuant to currently exercisable
options.

(10)     Includes 59,666 shares issuable pursuant to currently exercisable
options.

(11)     Includes 62,000 shares issuable pursuant to currently exercisable
options.

(12)     Includes 24,500 shares issuable pursuant to currently exercisable
options.

(13)     Includes 23,500 shares issuable pursuant to currently exercisable
options.

(14)     Includes 23,000 shares issuable pursuant to currently exercisable
options.

(15)     The shares shown include 2,646,941 shares issuable pursuant to
currently exercisable options and 2,646,941shares issuable pursuant to options
exercisable within 60 days of the date of this Proxy.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act") requires
Leapnet's Executive Officers and Directors, and persons who beneficially own
more than ten percent (10%) of Leapnet's Common Stock, to file initial reports
of ownership and changes in ownership with the Securities and Exchange
Commission. Based on a review of the copies of such forms furnished to Leapnet
and written representations from Leapnet's Executive Officers and Directors,
Leapnet believes that all such forms were filed in a timely manner during the
eleven-month period ending December 31, 2000.

Item 13. Certain Relationships and Related Transactions.

On February 2, 1998, Leapnet received proceeds of a loan from Alliance
Banking Company of New Buffalo, Michigan, in the amount of $665,000 that was
secured by a mortgage on the property located at 22 West Hubbard, Chicago,
IL. 60610. The loan was due on January 27, 2001. The full amount of such
indebtedness was personally guaranteed by Mr. Smith. The loan was approved by
all of the directors; however, R. Steven Lutterbach, then a director of
Leapnet, did not vote because he was a significant stockholder in Alliance. On
March 3, 2000, the property was sold, and the loan was paid in full.

In February 2000, Mr. Stephen J. Tober borrowed $200,000 from SPR Inc., now
known as Leapnet I, Inc., and the loan was approved by the directors of SPR.
The promissory note is unsecured, and it provides for interest at the rate of
6% per annum. As of December 31, 2000, $150,000 principal remained
outstanding; and as of March 31, 2001, $130,000 principal remained
outstanding. Mr. Tober paid interest in the amount of $9,541 during the year
2000, and he paid interest in the amount of $2,117 through March 31, 2001.

During the eleven-month period ending December 31, 2000, Leapnet paid fees of
approximately $80,278 to a law firm having a partner who was a stockholder of
Leapnet and a brother of certain executive officers of Leapnet.

Leapnet has adopted a policy that all transactions with affiliated entities or
persons will be on terms no less favorable than could be obtained from unrelated
parties and all future transactions between Leapnet and its officers, directors,
principal Stockholders and affiliates will be approved by a majority of
Leapnet's independent directors.

<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on March 30, 2001 on its behalf by the
undersigned, thereunto duly authorized.

                                    Leapnet, Inc.


                                    By /S/ ROBERT M. FIGLIULO
                                       -----------------------------------------
                                           Robert M. Figliulo
                                           Chief Executive Officer


Date:  April 30, 2001