================================================================================

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

                                   ----------

                                   FORM 10-KSB

(Mark One)

|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the fiscal year ended December 31, 2003

|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the transition period from ___________________ to __________________

                         Commission file number: 0-5667

                              LE@P TECHNOLOGY, INC.
                 (Name of small business issuer in its charter)

                   DELAWARE                                     65-0769296
       (State or other jurisdiction of                       (I.R.S. Employer
        Incorporation or organization)                     Identification No.)

            5601 N. DIXIE HIGHWAY
                  SUITE 411
           FORT LAUDERDALE, FLORIDA                               33334
   (Address of principal executive offices)                     (Zip Code)

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<S>                                                             <C>
Registrant's telephone number:                                  (954) 771-1772
Securities registered under Section 12(b) of the Exchange Act:  None
Securities registered under Section 12(g) of the Exchange Act:  Class A Common Stock, par value $.20
</TABLE>

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. |X|

The issuer's revenues for its fiscal year ended December 31, 2003 were $0.

The aggregate market value of the common equity held by non-affiliates as of
March 22, 2004 was approximately $24,087 thousand based on the $ 0.015 closing
bid price for the common stock quoted on the OTC Bulletin Board on such date.
For purposes of this computation, all executive officers and directors of the
registrant have been deemed to be affiliates. Such determination should not be
deemed to be an admission that such directors and officers are, in fact,
affiliates of the registrant.

The number of shares of Class A Common Stock of the issuer outstanding as of
March 22, 2004 was 33,681,203. The number of shares of Class B Common Stock of
the issuer outstanding as of March 22, 2004 was 25,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the issuer Proxy Statement for its Annual Meeting of
Stockholders pursuant to Regulation 14A of the Securities Exchange Act of 1934,
which will be filed with the Commission subsequent to the date hereof, are
incorporated by reference into Part III of this Form 10-KSB.

Transitional Small Business Disclosure Format: Yes |_| No |X|

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                                       1
<PAGE>

                                FORM 10-KSB INDEX

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                                                                              PAGE
<S>                                                                             <C>
GENERAL

PART I    .....................................................................  3

ITEM 1.   DESCRIPTION OF BUSINESS..............................................  3

ITEM 2.   DESCRIPTION OF PROPERTY..............................................  6

ITEM 3.   LEGAL PROCEEDINGS....................................................  6

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................  6

PART II   .....................................................................  7

ITEM 5.   MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER
          MATTERS, AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES....  7

ITEM 6.   MANAGEMENT'S PLAN OF OPERATION.......................................  8

ITEM 7.   FINANCIAL STATEMENTS................................................. 12

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE............................................. 12

ITEM 8A.  CONTROLS AND PROCEDURES.............................................. 12

PART III  ..................................................................... 13

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT................... 13

ITEM 10.  EXECUTIVE COMPENSATION............................................... 13

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT AND RELATED STOCKHOLDER MATTERS........................... 13

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................... 13

ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K............................................................. 13

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES............................... 13
</TABLE>


                                       2
<PAGE>

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Business

After an ongoing reevaluation by management and the Board of Directors of Le@P
Technology, Inc.'s ("Le@P" or the "Company") operating strategy, and in light of
difficulties associated with investment in emerging companies and the
significant decline in market value or failure of many of such companies, on
September 26, 2002, the Board of Directors determined to cease for the
foreseeable future investigating or consummating further investment and
acquisition opportunities. Emerging companies into which the Company had
invested in the past are sometimes referred to herein as "Partner Companies."

Notwithstanding the cessation of active operations, the Company may from time to
time consider investment or acquisition opportunities which otherwise come to
the attention of the Board. The ability of the Company to ultimately pursue any
such investment or acquisition opportunities will be dependent upon, among other
things, its ability to obtain financing for such activities.

The Company may also make other acquisitions or investments outside of its
normal business plan in order to achieve other objectives, including avoidance
of regulation as an investment company under the Investment Company Act of 1940
(the "'40 Act").

At the present time, the Company intends to continue as a reporting company
under the Securities Exchange Act of 1934, as amended, and consequently, intends
to make all requisite filings, including an Annual Report on Form 10-KSB and
Quarterly Reports on Form 10-QSB.

The Company has written off its investments in its Partner Companies over the
last few years. The Company believes that the activities of its initial Partner
Companies were adversely affected by, among other things, the general economic
slowdown in the United States economy and the September 11, 2001 terrorist
attacks on the United States.

The only significant noncurrent asset of the Company is its ownership of certain
land in Broward County, Florida. The land is zoned light industrial and consists
of approximately one and one-third acres. The Company is currently seeking to
lease the property.

Competition

Le@P historically operated in a highly competitive, rapidly evolving business
environment both through the operations of its Partner Companies and through its
identification of prospects for future acquisition or investment. The markets in
which our Partner Companies operated are characterized by rapid technological
change, frequent new product and service introductions and evolving industry
standards. Competitors included a wide variety of companies and organizations,
many with greater financial and technical resources than the Partner Companies
and Le@P. Competitors for acquisition or investment included public and private
venture capital firms, mutual funds and private individuals.

Investment in Healthology

Le@P's first healthcare information technology investment was completed in March
2000, with the purchase of a 21% interest in Healthology, Inc. ("Healthology"),
a privately held, health-media company. Le@P purchased approximately 3.2 million
shares of the Series A Convertible Voting Preferred Stock ("Healthology
Preferred Stock") of Healthology (the "Healthology Transaction") for $3.2
million in cash, (plus approximately $300,000 of related costs) then
representing an approximate 21% interest in the issued shares of Healthology.


                                       3
<PAGE>

As a result of a third party's investment in Healthology during August 2000, the
Company's equity interest was reduced to approximately 15% of the issued and
outstanding shares of Healthology. On February 5, 2001, Le@P purchased 800,000
shares of Healthology common stock for $1,000,000 pursuant to a put option which
had been granted to Healthology, increasing Le@P's interest to approximately
18%.

The audited financial statements of Healthology for December 31, 2000 contained
a going concern explanatory paragraph and its financial statements for December
31, 2001 reflected a net loss of approximately $5.0 million. Healthology's plans
for the year ending December 31, 2001, included raising additional equity or
debt financing, investigating the possibility of merger or joint venture
arrangements to obtain additional sources of funds, and scaling back operations.
Healthology was unsuccessful during 2001 in such endeavors to obtain financing
and continued to experience significant losses. Healthology reduced its expenses
and made other efforts to reduce losses to sustain its operations. The Company
did not believe that these efforts, as well as attempts to raise additional
capital, were successful. A failure in this regard would have a material adverse
effect on Healthology. As a result of these factors, the Company believed its
investment in Healthology was materially impaired and further reduced the value
of its investment from $1,604,358 to $250,000 in September 2001. The Company
recognized additional amounts related to its proportionate share of
Healthology's losses that further reduced this investment to approximately
$120,000 at December 31, 2001. During 2002, Healthology was unsuccessful in its
endeavors to form a merger or joint venture arrangement, and suffered continued
losses amounting to approximately $988,000. As a result, the Company wrote-off
the remaining investment in the quarter ended December 31, 2002. The write-off
is included in the accompanying consolidated statement of operations for the
year ended December 31, 2002.

For the year ending December 31, 2003, Healthology's unaudited net income was
$1,087,000. As the Company records their investments under the cost method of
accounting, the book value of the Company's investment in Healthology remains
zero. The Company continues to monitor this investment, but is unable to assess
its current value, in part due to the illiquidity of this investment and
Healthology's short operating history.

Investment in Camber

The Company's investment in Camber Companies, L.L.C. ("Camber") had a carrying
value of approximately $1.8 million at June 30, 2001, representing Le@P's
historical cost basis. Camber operated clinics in Florida, California and
Pennsylvania specializing in multidisciplinary, musculoskeletal care.

During 2001, the Company concluded that the carrying value of its investment in
Camber was impaired and wrote-off $1,815,245 of this investment. The amount of
the impairment was determined by taking the difference between the fair value of
the Company's interest in Camber and the carrying value of the investment as
recorded by the Company. In determining fair value, the Company considered the
results of a valuation of Camber by an independent third-party. Camber has been
unsuccessful in raising additional capital, and the Company concluded that the
carrying value of its investment in Camber was impaired and wrote-off the
remaining investment carrying value of $30,000 during the quarter ended March
31, 2002. In July 2002, Camber ceased operations. The write-off is included in
the accompanying consolidated statement of operations for the year ended
December 31, 2002.

Investment in Real Property

Effective September 28, 2001, the Majority Stockholder sold land and buildings
(the "Real Property") in Broward County, Florida to the Company in exchange for
notes payable. The Real Property has been recorded at fair value as determined
by an independent third-party appraisal. The notes payable consist of a
short-term promissory note in the amount of $37,500 due and paid in November
2001 and a longer-term note and mortgage in the amount of $562,500 due in one
lump sum on September 28, 2006, and bearing interest at the rate of 7% per
annum. All accrued but unpaid interest on the long-term note is due September
28, 2004 with regular monthly interest payments to be made thereafter.

The Real Property is zoned light industrial and consists of approximately one
and one-third acres. On July 17, 2003, the Board of Directors determined that it
was in the best interest of the Company to demolish the existing buildings.


                                       4
<PAGE>

The demolition of the buildings took place in August 2003. FASB Statement of
Financial Standard No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. As a result, the Company recognized an
impairment loss equal to the book value of the buildings in the amount of
$75,000 in the three month period ended June 30, 2003. The Company is currently
seeking to lease the property.

The primary motivation for the Company's acquisition of the Real Property was to
increase the amount of its assets that do not constitute investments in
securities and thereby enable the Company to continue to qualify for an
exclusion from investment company status under the `40 Act.

Investment Company Act Considerations

The exclusion on which the Company is currently relying provides that no more
than 45% of the value of the Company's total assets may consist of, and no more
than 45% of its net income after taxes may be derived from, investments in
securities (other than those of wholly-owned and majority-owned subsidiaries and
certain companies controlled primarily by the Company). Since registration and
regulation as an investment company are inconsistent with the Company's business
objectives and plans, they would have a materially adverse effect on the
Company.

The Company measures its relative asset holdings as of the end of each fiscal
quarter to determine that it is not subject to registration and regulation under
the '40 Act. The Company believes that based on its current asset mix and the
terms and relative values of its investments, it is not an investment company.

If in the future the relative values of the Company's investment securities to
total assets otherwise adversely change, and the Company does not qualify for
some other exclusion or exemption from investment company status, the Company
may be required to take further significant business actions that are contrary
to its business objectives and plans in order to avoid registration and
regulation as an investment company. For example, as was the case with the
acquisition of the Real Property, the Company might be compelled to acquire
additional assets that it might not otherwise have acquired, be forced to forego
opportunities to acquire interests in companies that it might otherwise wished
to have acquired or be forced to sell or refrain from selling such interests or
assets. In the alternative or in addition, the Company might find it necessary
to sell investment securities for which there may be little or no market at
prices and on terms that the Company would not otherwise have considered to be
satisfactory.

History of Le@P Technology, Inc.

The Company was organized in March 1997 under the laws of the State of Delaware
and is the successor to the then registrant, Seal Fleet, Inc. When used in this
report, the terms "Le@P" and the "Company" refer to (a) prior to April 2, 1999,
Seal Holdings Corporation and its subsidiaries or its predecessor companies
unless the context indicates otherwise and (b) for April 2, 1999 forward, OH,
Inc. and its subsidiaries and predecessor company.

At the Annual Meeting of Stockholders held on May 14, 1997, the Company's state
of incorporation was changed from Nevada to Delaware as a result of the merger
of the Company into its wholly-owned subsidiary, Seal Holdings Corporation, a
Delaware corporation. At the Annual Meeting of Stockholders held on July 5,
2000, the Company's name was changed to Le@P Technology, Inc.

Employees

Le@P currently has one full-time employee.


                                       5
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY

On October 1, 1999, Le@P entered into a lease with an affiliate of its majority
stockholder, M. Lee Pearce, MD (together with his affiliates, the "Majority
Stockholder") for 2,060 square feet of space for its corporate offices in Fort
Lauderdale, Florida. The lease expires in 2004 and currently has an annual base
rental rate of approximately $44,000, adjusted annually for inflation.

Investment in Real Property

Effective September 28, 2001, the Majority Stockholder sold land and buildings
(the "Real Property") in Broward County, Florida to the Company in exchange for
notes payable. The purchase price for the Real Property was determined by an
independent third-party appraisal. The notes payable consist of a short-term
promissory note in the amount of $37,500 due and paid in November 2001 and a
longer-term note and mortgage in the amount of $562,500 due in one lump sum on
September 28, 2006, and bearing interest at the rate of 7% per annum. All
accrued but unpaid interest on the long-term note is due September 28, 2004 with
regular monthly interest payments to be made thereafter.

The Real Property is zoned light industrial and consisted of approximately one
and one-third acres and three structures that collectively consist of
approximately 8,200 square feet. On July 16, 2003, the Board of Directors
determined that it was in the best interest of the Company to demolish the
existing buildings. The demolition of the buildings took place in August 2003.
FASB Statement of Financial Standard No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", requires that long-lived assets be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. As a result, the Company
recognized an impairment loss equal to the book value of the buildings in the
amount of $75,000 in the three month period ended June 30, 2003. The Company is
currently seeking to lease the property.

ITEM 3. LEGAL PROCEEDINGS

The Company is involved in litigation relating to the offshore supply business
conducted prior to August 14, 1996 by certain inactive subsidiaries of Le@P. The
cases are maritime asbestos claims against the Company's subsidiaries. On May 1,
1996, the asbestos claims were administratively dismissed subject to
reinstatement on motion of plaintiff's counsel. These cases may be reinstated in
the future. At the present time, the Company does not believe such cases will
have a material adverse impact upon the Company.

The Company is also involved from time to time in various other claims and
lawsuits in the ordinary course of its current or prior business, none of which
the Company anticipates would have a material adverse effect on its financial
condition.

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

No matter was submitted to a vote of security holders during the fourth quarter
of the year ended December 31, 2003.


                                       6
<PAGE>

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Class A Common Stock is traded on the OTC Bulletin Board
("OTCBB"), under the symbol LPTC. The following table sets forth the range of
high and low bid prices per share of the Company's Class A Common Stock for each
of the quarters during the years ended December 31, 2002 and 2003, as reported
on the OTCBB system. The quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.

                PRICE PERIOD                              HIGH           LOW
                ------------                            -------        ------
                2002
                    First Quarter                       $   .45        $  .22
                    Second Quarter                          .19           .05
                    Third Quarter                           .04           .03
                    Fourth Quarter                          .03           .01

                2003
                    First Quarter                           .03           .01
                    Second Quarter                          .01           .01
                    Third Quarter                           .01           .01
                    Fourth Quarter                          .01           .01

There is no public market for the Class B Common Stock or the Series B Preferred
Stock, all of which are issued to entities beneficially owned by the Majority
Stockholder.

Holders

The number of stockholders of record as of March 17, 2004, was 768 for the Class
A Common Stock.

Dividends

The Company has no plans to declare or pay dividends, in cash or otherwise, in
the foreseeable future. Any changes in those plans in the future will depend on
earnings, if any, of the Company, its financial requirements and other factors.
Further, payment of dividends on the Company's Class A Common Stock will only be
made after payment of dividends on the Company's Series B Preferred Stock. At
December 31, 2003, dividends of $934,500 were accumulated and not paid on the
Series B Preferred Stock.

Equity Compensation Plan Information

<TABLE>
<CAPTION>
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Plan Category                        Number of securities to       Weighted average             Number of securities
                                     be issued upon exercise       exercise price of            remaining available for
                                     of outstanding options,       outstanding options,         future issuance
                                     warrants and rights           warrants and rights
-----------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                             <C>                         <C>
Equity compensation plans approved          952,500                       $1.79                       4,374,500
by security holders
-----------------------------------------------------------------------------------------------------------------------
Equity compensation plans not
approved by security holders                500,000                       $1.41                              --
-----------------------------------------------------------------------------------------------------------------------
TOTAL                                     1,452,500                       $1.83                       4,374,500
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       7
<PAGE>

Equity compensation plans not approved by security holders consist of an
aggregate of 500,000 shares. Three non-employee former directors of the Company
received 300,000 options. The options were fully vested on the date of grant and
expire five years after the date of their issuance. One former employee received
200,000 options. These options were fully vested on their date of grant and
expire ten years after the date of their issuance.

ITEM 6. MANAGEMENT'S PLAN OF OPERATION

Business Strategy

After an ongoing reevaluation by management and the Board of Directors of Le@P
Technology, Inc.'s ("Le@P" or the "Company") operating strategy, and in light of
difficulties associated with investment in emerging companies and the
significant decline in market value or failure of many of such companies, on
September 26, 2002, the Board of Directors determined to cease for the
foreseeable future investigating or consummating further investment and
acquisition opportunities.

Notwithstanding the cessation of active operations, the Company may from time to
time consider investment or acquisition opportunities which otherwise come to
the attention of the Board. The ability of the Company to ultimately pursue any
such investment or acquisition opportunities will be dependent upon, among other
things, its ability to obtain financing for such activities.

The Company may also make other acquisitions or investments outside of its
normal business plan in order to achieve other objectives, including avoidance
of regulation as an investment company under the '40 Act.

At the present time, the Company intends to continue as a reporting company
under the Securities Exchange Act of 1934, as amended, and consequently, intends
to make all requisite filings, including an Annual Report on Form 10-KSB and
Quarterly Reports on Form 10-QSB.

The Company has written-off its investments in Partner Companies over the last
few years. The Company believes that the activities of its initial Partner
Companies were adversely affected by, among other things, the general economic
slowdown in the United States economy and the September 11, 2001 terrorist
attacks on the United States.

The only significant noncurrent asset of the Company is its ownership of certain
land in Broward County, Florida. (the "Broward" property) The land is zoned
light industrial and consists of approximately one and one-third acres. The
Company is currently seeking to lease the property.

Company Liquidity and Cash Requirements

The Company will need to raise significant capital in order to pursue any
acquisition and in order to make further investments in Partner Companies. Since
the fourth quarter of 1999, the Company has funded its operations and its
investments in its Partner Companies through proceeds from its Majority
Stockholder pursuant to the Funding Commitment of $10 million described in Note
5 of the Company's December 31, 2003 consolidated financial statements included
in Part II, Item 7 of this Form 10-KSB and certain other working capital loans.
Through December 31, 2003, the Company had received $8.475 million of the
Funding Commitment.

The Company anticipates that the Funding Commitment of its Majority Stockholder
will be sufficient to cover operating expenses through 2004. The Company will be
required to raise additional capital in order to make any investments or
acquisitions or engage in any other business activity.


                                       8
<PAGE>

Through December 31, 2003, the Company received working capital loans totaling
$2,274,711 from the Majority Stockholder. These loans are unsecured notes, bear
interest at the prime rate and interest and principal are due in one lump sum on
their respective due dates. A total of $1,998,711 are long term notes due
January 15, 2005, and a total of $276,000 are short term notes due January 15,
2004. On March 11, 2004 the Company consolidated the long and short-term working
capital loans and accrued interest into two promissory notes amounting to
$2,295,465 and $93,022. These new notes bear interest at the prime rate, and
principal and interest on the loans are due and payable in one lump sum on March
15, 2006. In addition, the Company received an additional working capital loan
dated March 12, 2004 totaling $38,000 from the Majority Stockholder. This loan
is evidenced by an unsecured note bearing interest at the prime rate and
interest and principal are due in one lump sum on March 15, 2006.

Because the Company does not have any active business operations to generate
cash flow funding for operations once the Funding Commitment is exhausted and/or
the working capital loans mature, the Company will need to raise additional
cash. There can be no assurance that the Company will be successful in such
efforts. Any financing activities by the Company could result in substantial
dilution of existing equity positions and increased interest expense.
Transaction costs to the Company in connection with any such activities may also
be significant.

Changes in Financial Condition and Results of Operations

The discussion below relates to material changes in financial condition during
the year ended December 31, 2003 compared with December 31, 2002 and to material
changes in results of operations when comparing the years ended December 31,
2003 to December 31, 2002. All amounts in the discussion below are approximate.

Financial Condition at December 31, 2003 Compared to December 31, 2002

Total assets decreased during the year ended December 31, 2003 by approximately
$158,000 to approximately $595,000. The decrease in total assets is primarily a
result of the $75,000 write-off of the buildings on the property the Company
owns in Broward County, Florida. In addition, cash decreased by approximately
$49,000 due to a working capital loan received in December 2002 for January 2003
disbursements.

Total liabilities increased during the year ended December 31, 2003 by
approximately $385,000 to approximately $3.1 million. The increase in
liabilities is primarily a result of additional working capital loans from the
Majority Stockholder and accrued interest of approximately $561,000, while
accrued compensation decreased by approximately $141,000 due to payments made to
the former Chief Executive Officer in 2003 relating to his severance benefits
package.

Results of Operations for the Year Ended December 31, 2003 Compared to the Year
Ended December 31, 2002

Excluding the write-off's of certain Partner Company investments and related
acquisition costs of approximately $244,000 in 2002, and the write-off of the
buildings of $75,000 in 2003, operating expenses for the year ended December 31,
2003 decreased by approximately $1,036,000 from the year ended December 31,
2002. The decrease is primarily due to the cessation of acquisition and
investment activity and the termination of the Company's full time executive
officers.

Net loss for 2003 decreased by approximately $1.2 million over the comparable
2002 period, primarily due to the decrease of $644,000 in salaries and benefits,
a decrease of $246,000 in professional fees, and a decrease of $146,000 in
general and administrative expenses, which was partially offset by an increase
of $75,000 as a result of the write-off of the buildings on property in Broward
County, Florida in 2003. In addition, the Company wrote-off the Company's
investment in Healthology amounting to $146,000 and acquisition costs amounting
to $98,000 in 2002.


                                       9
<PAGE>

Critical Accounting Estimates

The application of GAAP involves the exercise of varying degrees of judgement.
While the resulting accounting estimates will, by definition, not always
precisely equal the related actual results, some of these estimates involve more
judgment than others.

Accounting for the Impairment or Disposal of Long-Lived Assets

In October 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." FASB Statement No. 144 addresses
significant issues relating to the implementation of FASB Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," and develops a single accounting model, based on the framework
established in FASB Statement No. 121 for long-lived assets to be disposed of by
sale, whether such assets are or are not deemed to be a business. FASB Statement
No. 144 also modifies the accounting and disclosure rules for discontinued
operations. The standard was adopted on January 1, 2002, and as a result, the
Company recognized an impairment loss equal to the book value of the buildings
located on certain land in Broward County, Florida in the three-month period
ending June 30, 2003. The impairment loss is included in the accompanying
Consolidated Financial Statements for December 31, 2003.

Off-Balance Sheet Arrangements

As of December 31, 2003, the Company did not have any material off-balance sheet
arrangements that have or are reasonably likely to have a material effect on the
current or future financial condition, results of operations, liquidity, or
capital resources.

Forward Looking Information

In the discussion above (and elsewhere in this report) regarding the Company's
business, any statement of its future expectations, including without
limitation, future revenues and earnings (losses), plans and objectives for
future operations, future agreements, future economic performance or expected
operational developments and all other statements regarding the future are
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as
amended, and as that term is defined in the Private Securities Litigation Reform
Act of 1995. The Company intends that the forward-looking statements be subject
to the safe harbors created thereby. These forward-looking statements are based
on the Company's strategic plans and involve risks and uncertainties that may
cause actual results to differ materially from the forward-looking statements.
Factors, risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements herein include (the
"Cautionary Statements"), without limitation the items listed below. Based on
the nature of the Company's operations, these factors, risks and uncertainties
relate not only to the Company, but also to Partner Companies.

*     The ability to raise capital,

*     The ability to execute business strategy in a very competitive
      environment,

*     The degree of financial leverage,

*     The ability to control future operating and other expenses,

*     Risks associated with the capital markets and investment climate for
      Internet, technology and healthcare businesses,

*     Risks associated with acquisitions and the integration thereof,

*     Risks associated with start-up and early-stage enterprises,

*     Risks associated with providing services over the Internet,

*     Healthcare regulatory considerations and risks,

*     Regulatory considerations under the Investment Company Act of 1940,

*     Contingent liabilities,

*     The impact of competitive services and pricing, and

*     Other risks referenced from time to time in the Company's filings with the
      Securities and Exchange Commission.

                                       10
<PAGE>

All subsequent written and oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the Cautionary Statements. The Company does not undertake any
obligations to release publicly any revisions to such forward-looking statements
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.


                                       11
<PAGE>

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following consolidated financial statements of the Company and report of
independent auditors required by this item are filed herewith as Exhibit F.

Independent Auditors' Report for 2003 and 2002

Consolidated Balance Sheets as of December 31, 2003 and 2002

Consolidated Statements of Operations for the years ended December 31, 2003 and
2002

Consolidated Statements of Stockholders' Deficit for the years ended December
31, 2003 and 2002

Consolidated Statements of Cash Flows for the years ended December 31, 2003 and
2002

Notes to Consolidated Financial Statements

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

      None

ITEM 8A. CONTROLS AND PROCEDURES

The Company maintains systems of disclosure controls and procedures and internal
controls and procedures for financial reporting designed to provide reasonable
assurance as to the reliability of its published financial statements and other
disclosures included in this Annual Report on Form 10-KSB. The Board of
Directors, operating through its audit committee, provides oversight to the
financial reporting process.

On December 30, 2003, an evaluation was performed under the supervision and with
the participation of the Company's Audit Committee and management, including the
Acting Principal Executive Officer and the Acting Principal Financial Officer,
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures. Based on that evaluation, the Company's audit committee
and management, including the Acting Principal Executive Officer and Acting
Principal Financial Officer, concluded that the Company's disclosure controls
and procedures were effective as of December 30, 2003.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
such evaluation. There were no changes in the Company's internal controls that
occurred during the fourth fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Company's internal controls over
financial reporting.

                       THIS SPACE INTENTIONALLY LEFT BLANK


                                       12
<PAGE>

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16 (a) OF THE EXCHANGE ACT.

The information required in response to this Item is incorporated herein by
reference from the Company's Definitive Proxy Statement to be filed with the
Securities and Exchange Commission in connection with the Company's 2004 Annual
Meeting of Stockholders.

ITEM 10. EXECUTIVE COMPENSATION

The information required in response to this Item is incorporated herein by
reference from the Company's Definitive Proxy Statement to be filed with the
Securities and Exchange Commission in connection with the Company's 2004 Annual
Meeting of Stockholders.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required in response to this Item is incorporated herein by
reference from the Company's Definitive Proxy Statement to be filed with the
Securities and Exchange Commission in connection with the Company's 2004 Annual
Meeting of Stockholders.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required in response to this Item is incorporated herein by
reference from the Company's Definitive Proxy Statement to be filed with the
Securities and Exchange Commission in connection with the Company's 2004 Annual
Meeting of Stockholders.

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)(1) Financial Statements

      Reference is made to the Index set forth on Page F-1 of this Annual Report
      on Form 10-KSB.

(a)(2) Financial Statement Schedules

      All schedules have been omitted because they are inapplicable or the
      information is provided in the consolidated financial statements,
      including the notes hereto.

(a)(3) Exhibits

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required in response to this Item is incorporated herein by
reference from the Company's Definitive Proxy Statement to be filed with
Securities and Exchange Commission in connection with the Company's 2004 Annual
Meeting of Stockholders.


                                       13
<PAGE>

EXHIBIT                                    DESCRIPTION

3.1.1       Certificate of Incorporation of Le@P Technology, Inc., filed March
            20, 1997. (2)

3.1.2       Certificate of Preferred Stock Designation of Le@P Technology, Inc.,
            dated March 23, 1999. (1)

3.1.3       Certificate of Amendment to Certificate of Incorporation of Le@P
            Technology, Inc. dated June 21, 1999. (3)

3.1.4       Certificate of Designation, Preferences, Rights and Limitations of
            10% Cumulative Non-Voting Series B Preferred Stock of Le@P
            Technology, Inc., dated November 15, 1999. (4)

3.1.5       Certificate of Amendment to Certificate of Incorporation of Le@P
            Technology, Inc. filed July 5, 2000. (5)

3.2         Bylaws of Le@P Technology, Inc. (2)

4.3         Investors' Rights Agreement between Healthology, Inc. and Le@P
            Technology, Inc. dated March 1, 2000. (6)

4.4         Stockholders' Agreement between Healthology, Inc., Le@P Technology,
            Inc. and certain existing stockholders of Healthology, Inc. dated
            March 1, 2000. (6)

4.5         First Amended and Restated Investors Rights Agreement between
            Healthology, Inc. Le@P Technology, Inc., and Communicade, Inc. dated
            August 1, 2000. (5)

4.6         First Amended and Restated Stockholders' Agreement between
            Healthology, Inc., Le@P Technology, Inc., and Communicade, Inc. and
            certain other existing stockholders of Healthology, Inc. dated
            August 1, 2000. (5)

4.7         Amended and Restated Certificate of Incorporation of Healthology,
            Inc. filed August 1, 2000. (5)

10.1        Funding Commitment by M. Lee Pearce, M.D. (1)

10.2        Subscription Agreement dated March 30, 2000, with M. Lee Pearce,
            M.D. (10)

10.3        Employment Agreement dated April 1, 1999, with Robert G. Tancredi,
            M.D. (10)

10.4.1      1999 Long Term Incentive Plan. (7)

10.4.2      1998 Incentive Option Plan. (8)

10.4.3      1997 Incentive Option Plan. (2)

10.4.4      Seal Fleet, Inc. Amended 1996 Long-Term Incentive Plan. (9)

10.11       Commercial Contract and Addendum relating to the purchase and sale
            of real property between Bay Colony Associates Limited and Le@P
            Technology, Inc., as agent for Parkson Property LLC, dated as of
            September 28, 2001 (11)

10.12       Promissory Note dated September 28, 2001, in the principal amount of
            $37,500, executed by Parkson Property LLC. (11)

10.13       Promissory Note dated September 28, 2001, in the principal amount of
            $712,500, executed by


                                       14
<PAGE>

            Parkson Property LLC. (11)

10.14       Termination agreement dated September 30, 2002, relating to the
            termination of the Executive Employment Agreement of Chief Executive
            Officer. (12)

10.15       Promissory Note dated November 5, 2002, in the principal amount of
            $1,755,710.65, issued to the M. Lee Pearce 1998 Irrevocable Trust,
            replacing certain promissory notes issued in 2001 and 2002. (13)

10.16       Promissory Note dated January 30, 2003, in the principal amount of
            $65,000 issued to the M. Lee Pearce 1998 Irrevocable Trust. (14)

10.17       Promissory Note dated March 14, 2003, in the principal amount of
            $75,000 issued to the M. Lee Pearce 1998 Irrevocable Trust. (14)

10.18       Promissory Note dated April 23, 2003, in the principal amount of
            $55,000 issued to the M. Lee Pearce 1998 Irrevocable Trust.(15)

10.19       Written Consent to Action dated May 6, 2003 extending the due date
            of a note to January 15, 2005.(15)

10.20       Promissory Note dated June 30, 2003, in the principal amount of
            $71,000 issued to the M. Lee Pearce 1998 Irrevocable Trust.(16)

10.21       Promissory Note dated July 24, 2003, in the principal amount of
            $80,000 issued to the M. Lee Pearce 1998 Irrevocable Trust.(16)

10.22       Promissory Note dated November 3, 2003, in the principal amount of
            $37,000 issued to M. Lee Pearce, M.D.

10.23       Promissory Note dated December 8, 2003, in the principal amount of
            $30,000 issued to M. Lee Pearce, M.D.

10.24       Promissory Note dated December 29, 2003, in the principal amount of
            $25,000 issued to M. Lee Pearce, M.D.

10.25       Promissory Note dated March 11, 2004, in the principal amount of
            $2,295,464.65 issued to the M. Lee Pearce 1998 Irrevocable Trust

10.26       Promissory Note dated March 11, 2004, in the principal amount of
            $93,022.03 issued to M. Lee Pearce, M.D.

10.27       Promissory Note dated March 12, 2004, in the principal amount of
            $38,000.00 issued to M. Lee Pearce M.D.

21          Subsidiaries of the Registrant.

31.1        Certification of the Acting Principal Executive Officer relating to
            Periodic Financial Report pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.

31.2        Certification of the Acting Principal Financial Officer relating to
            Periodic Financial Report pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.


                                       15
<PAGE>

32.1        Certification of the Acting Principal Executive Officer of Periodic
            Financial Report Pursuant to 18 U.S.C. Section 1350.

32.2        Certification of the Acting Principal Financial Officer of Periodic
            Financial Report Pursuant to 18 U.S.C. Section 1350.

----------
(1)   Incorporated by reference from an exhibit to the Company's Current Report
      on Form 8-K (File No. 000-05667), as filed October 15, 1999.

(2)   Incorporated by reference from an exhibit to the Company's Proxy Statement
      for the Annual Meeting of Shareholders of Le@P Fleet, Inc. held May 14,
      1997, as filed April 11, 1997.

(3)   Incorporated by reference from an exhibit to the Company's Annual Report
      on Form 10-KSB (File No. 000-05667) for the fiscal year ended December 31,
      1999, as filed March 30, 2000.

(4)   Incorporated by reference from an exhibit to the Company's Quarterly
      Report on Form 10-QSB (File No. 000-05667) for the quarter ended September
      30, 1999, as filed November 15, 1999.

(5)   Incorporated by reference from an exhibit to the Company's Quarterly
      Report on Form 10-QSB (File No. 000-05667) for the quarter ended June 30,
      2000, as filed August 14, 2000.

(6)   Incorporated by reference from an exhibit to the Company's Current Report
      on Form 8-K (File No. 000-05667), as filed March 16, 2000.

(7)   Incorporated by reference from an exhibit to the Company's Proxy Statement
      for the Annual Meeting of Shareholders of Le@P Technology, Inc. held June
      17, 1999, as filed on June 4, 1999.

(8)   Incorporated by reference from an exhibit to the Company's Proxy Statement
      for the Annual Meeting of Shareholders of Le@P Technology, Inc. held June
      24, 1998, as filed on June 8, 1998.

(9)   Incorporated by reference from an exhibit to the Quarterly Report on Form
      10-QSB of Le@P Fleet, Inc. for the quarterly period ended March 31, 1997.

(10)  Incorporated by reference from an exhibit to the Company's Annual Report
      on Form 10-KSB (File No. 000-05699) for the fiscal year ended December 31,
      2000, as filed April 1, 1999, as amended April 30, 2000.

(11)  Incorporated by reference from an exhibit to the Company's Current Report
      on Form 8-K (File No. 000-05667), as filed October 18, 2001.

(12)  Incorporated by reference from an exhibit to the Company's Quarterly
      Report on Form 8-K (File No. 000-05667), as filed on September 30, 2002.

(13)  Incorporated by reference from an exhibit to the Company's Quarterly
      Report on Form 10-QSB (File No. 000-05667), as filed on November 14, 2002.

(14)  Incorporated by reference from an exhibit to the Company's Annual Report
      on Form 10-KSB (File No. 000-05699) for the fiscal year ended December 31,
      2002, as filed March 31, 2003, as amended April 30, 2003.

(15)  Incorporated by reference from an exhibit to the Company's Quarterly
      Report on Form 10-QSB (File No. 000-05667), as filed on April 15, 2003.

(16)  Incorporated by reference from an exhibit to the Company's Quarterly
      Report on Form 10-QSB (File No. 000-05667), as filed on August 8, 2003.

(b)   Reports on Form 8-K

      None


                                       16
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       LE@P TECHNOLOGY, INC.


                                       By: /s/ Timothy C. Lincoln
                                           ----------------------
                                           Timothy C. Lincoln,
                                           Acting Principal Executive Officer


                                       By: /s/ Mary E. Thomas
                                           ------------------
                                           Mary E. Thomas,
                                           Acting Principal Financial Officer

Dated: March 17, 2004

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
       SIGNATURE                                TITLE                                     DATE
<S>                         <C>                                                      <C>
/s/ Timothy C. Lincoln      Acting Principal Executive Officer and Director          March 22, 2004
----------------------
Timothy C. Lincoln

/s/ Mary Thomas             Acting Principal Financial Officer and Director          March 22, 2004
---------------
Mary Thomas

/s/ Mayra Diaz              Director                                                 March 22, 2004
--------------
Mayra Diaz
</TABLE>

<PAGE>

                                   "Exhibit F"

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Le@P Technology, Inc.                                                                          PAGE
                                                                                               ----
<S>                                                                                             <C>
Independent Auditors' Report for 2003 and 2002..............................................    F-2

Consolidated Balance Sheets as of December 31, 2003 and 2002................................    F-3

Consolidated Statements of Operations for the years ended December 31, 2003 and 2002........    F-5

Consolidated Statements of Stockholders' Deficit for the years ended
   December 31, 2003 and  2002..............................................................    F-6

Consolidated Statements of Cash Flows for the years ended December 31, 2003 and 2002.......     F-7

Notes to Consolidated Financial Statements..................................................    F-8
</TABLE>


                                       F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Le@P Technology, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Le@P Technology,
Inc. and Subsidiaries as of December 31, 2003 and 2002 and the related
consolidated statements of operations, stockholders' deficit, and cash flows for
the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatements. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated 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 Le@P
Technology, Inc. and Subsidiaries as of December 31, 2003 and 2002, and the
consolidated results of their operations and their cash flows for the years then
ended in conformity with accounting principles generally accepted in the United
States of America.


/s/ Berkowitz Dick Pollack & Brant, LLP

Fort Lauderdale, Florida

February 17, 2004, except as to Note 15, which is as of March 12, 2004


                                      F-2
<PAGE>

                     Le@P Technology, Inc. and Subsidiaries

                           Consolidated Balance Sheets

                                                               December 31,
                                                           2003           2002
                                                         -----------------------
Assets
Current assets:
   Cash                                                  $ 20,253       $ 68,911
   Due from related party                                   4,068          2,563
   Prepaid expenses and other current assets               18,684         28,344
                                                         -----------------------
Total current assets                                       43,005         99,818

Property and equipment, net                               551,149        652,358
Other assets                                                  700            700
                                                         -----------------------
Total assets                                             $594,854       $752,876
                                                         =======================

See notes to consolidated financial statements.


                                      F-3
<PAGE>

                     Le@P Technology, Inc. and Subsidiaries

                     Consolidated Balance Sheets (continued)

<TABLE>
<CAPTION>
                                                                                         December 31,
                                                                                    2003               2002
                                                                                -------------------------------
<S>                                                                             <C>                <C>
Liabilities and stockholders' (deficit)
Current liabilities:
   Accounts payable                                                             $      5,726       $      9,504
   Accrued professional fees                                                          31,559             63,057
   Accrued compensation and related liabilities                                       14,563            155,408
   Short-term notes payable to related party                                         276,000                 --
   Short-term accrued interest payable to related party                               98,149                 --
                                                                                -------------------------------
Total current liabilities                                                            425,997            227,969

Long-term notes payable to related party                                           2,561,211          2,399,211

Long-term accrued interest payable to related party                                   87,191             62,321

                                                                                -------------------------------
Total liabilities                                                                  3,074,399          2,689,501

Commitments and contingencies

Stockholders' deficit:
   Preferred stock, par value $0.001 per share. Authorized 25,000,000
      shares. Issued and outstanding 2,170 shares at December 31, 2003 and
      2002
                                                                                   2,170,000          2,170,000
   Class A common stock, par value $0.20 per share. Authorized 99,975,000
      shares. Issued 33,766,053 shares at December 31, 2003 and 2002               6,753,211          6,753,211

   Class B common stock, par value $0.20 per share. Authorized, issued and
      outstanding 25,000 shares at December 31, 2003 and 2002                          5,000              5,000
   Additional paid-in capital                                                     26,401,913         26,401,913
   Accumulated deficit                                                           (37,760,209)       (37,217,289)
   Treasury stock, at cost, 84,850 shares at December 31, 2003 and 2002              (49,460)           (49,460)

                                                                                -------------------------------
Total stockholders' deficit                                                       (2,479,545)        (1,936,625)
                                                                                -------------------------------
Total liabilities and stockholders' deficit                                     $    594,854       $    752,876
                                                                                ===============================
</TABLE>

See notes to consolidated financial statements.


                                      F-4
<PAGE>

                     Le@P Technology, Inc. and Subsidiaries

                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                                   Year ended December 31,
                                                                                   2003               2002
                                                                               -------------------------------
<S>                                                                            <C>                <C>
Revenue                                                                        $         --       $         --
                                                                               -------------------------------

Expenses:
   Salaries and benefits                                                             49,306            693,061
   Professional fees                                                                 71,895            317,592
   General and administrative                                                       223,889            369,964
   Impairment of buildings                                                           75,000                 --
   Write-off of acquisition costs                                                        --             98,299
   Write-off of investments                                                              --            145,624
                                                                               -------------------------------
Total expenses                                                                      420,090          1,624,540
                                                                               -------------------------------

Operating loss                                                                     (420,090)        (1,624,540)

Interest income                                                                         188                517
Interest expense                                                                   (123,018)          (100,965)
                                                                               -------------------------------

Net loss                                                                       $   (542,920)      $ (1,724,988)
                                                                               ===============================

Net loss attributable to common stockholders                                   $   (759,920)      $ (1,941,988)
                                                                               ===============================

Basic and diluted net loss attributable to common stockholders per share:
   Net loss                                                                    $      (0.02)      $      (0.05)
                                                                               ===============================
   Net loss attributable to common stockholders                                $      (0.02)      $      (0.06)
                                                                               ===============================

Basic and diluted weighted average shares outstanding                            33,706,203         33,706,203
                                                                               ===============================
</TABLE>

See notes to consolidated financial statements.


                                      F-5
<PAGE>

                     Le@P Technology, Inc. and Subsidiaries

                Consolidated Statements of Stockholders' Deficit

<TABLE>
<CAPTION>
                                   Preferred           Class A and Class B
                                     Stock                 Common Stock        Additional
                              ----------------------------------------------     Paid-in     Accumulated    Treasury       Total
                               Shares      Amount       Shares     Par Value     Capital       Deficit       Stock
                              -----------------------------------------------------------------------------------------------------
<S>                             <C>    <C>            <C>         <C>          <C>           <C>            <C>         <C>
Balance at December 31, 2001    2,170  $  2,170,000   33,791,053  $6,758,211   $26,401,913   $(35,492,301)  $ (49,460)  $  (211,637)

Net loss                           --            --           --          --            --     (1,724,988)         --    (1,724,988)
                              -----------------------------------------------------------------------------------------------------
Balance at December 31, 2002    2,170     2,170,000   33,791,053   6,758,211    26,401,913    (37,217,289)    (49,460)   (1,936,625)
Net loss                           --            --           --          --            --       (542,920)                 (542,920)
                              -----------------------------------------------------------------------------------------------------
Balance at December 31, 2003    2,170    $2,170,000   33,791,053  $6,758,211   $26,401,913   $(37,760,209)  $ (49,460)  $(2,479,545)
                              -----------------------------------------------------------------------------------------------------
</TABLE>

See notes to consolidated financial statements.


                                      F-6
<PAGE>

                     Le@P Technology, Inc. and Subsidiaries

                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                   Year ended December 31,
                                                                                    2003              2002
                                                                                 ---------------------------
<S>                                                                              <C>             <C>
Cash flows from operating activities:
Net loss                                                                         $(542,920)      $(1,724,988)
Adjustments to reconcile net loss to net cash used in operating activities:
   Depreciation                                                                     26,209            36,580
   Write-off of investments                                                             --           145,625
   Write-off of acquisition costs                                                       --            98,299
   Impairment of buildings                                                          75,000                --
   Changes in operating assets and liabilities:
      Due from related party                                                        (1,505)           72,000
      Prepaid expenses and other current assets                                      9,660             8,953
      Other assets                                                                      --             3,803
      Accounts payable                                                              (3,778)          (86,533)
      Accrued interest payable to related party                                    123,019            62,321
      Accrued compensation and related liabilities                                (140,845)           35,025
      Accrued professional fees                                                    (31,498)          (80,258)
                                                                                 ---------------------------
Net cash used in operating activities                                             (486,658)       (1,429,173)
                                                                                 ---------------------------

Cash flows from investing activities
Proceeds from sale of property and equipment                                            --             9,864
                                                                                 ---------------------------
Net cash provided by investing activities                                               --             9,864
                                                                                 ---------------------------

Cash flows from financing activities
Proceeds from notes payable to related party                                       438,000         1,461,711
                                                                                 ---------------------------
Net cash provided by financing activities                                          438,000         1,461,711
                                                                                 ---------------------------

Net change in cash                                                                 (48,658)           42,402
Cash at beginning of year                                                           68,911            26,509
                                                                                 ---------------------------
Cash at end of year                                                              $  20,253       $    68,911
                                                                                 ===========================

Supplemental disclosure of cash flow
  information:
Cash paid during the year for:
     Interest                                                                    $      --       $        --
                                                                                 ===========================
     Income tax                                                                  $      --       $        --
                                                                                 ===========================
</TABLE>

See notes to consolidated financial statements.


                                       F-7
<PAGE>

1. The Company

Le@P Technology, Inc. and Subsidiaries ("Le@P" or the "Company"), formerly known
as Seal Holdings Corporation and Subsidiaries, is a holding company that was
formerly focused on the acquisition of, and strategic investments in, companies
providing services in health care and life sciences (with particular interest in
information technology companies). During 2000, the Company changed its name
from Seal Holdings Corporation to Le@P Technology, Inc. On September 26, 2002,
the Board of Directors determined to cease for the foreseeable future
investigating or consummating further investment and acquisition opportunities.

Notwithstanding the cessation of active operations, the Company may from time to
time consider investment or acquisition opportunities which otherwise come to
the attention of the Board. The ability of the Company to ultimately pursue any
such investment or acquisition opportunities will be dependent upon, among other
things, its ability to obtain financing for such activities.

2. Summary of Significant Accounting Policies

Consolidation

The accompanying financial statements include the accounts of Le@P Technology,
Inc. and its wholly-owned subsidiaries. All significant intercompany accounts
and transactions are eliminated in consolidation. Investments in investment or
acquisition candidates ("Partner Companies") in which Le@P owns 50% or less of
the outstanding voting securities, and in which significant influence is
exercised, are accounted for under the equity method. Significant influence is
presumed at a 20% ownership level; however, Le@P applies the equity method for
investments in which it acquires less than 20% of the voting interest if it
exerts significant influence through representation on the investee's Board of
Directors or through other means. All other investments for which the Company
does not have the ability to exercise significant influence are accounted for on
the cost method. Such investments are stated at the lower of cost or net
realizable value. During 2003 and 2002, the Company accounted for its
investments under the cost method.

Change in Accounting Estimate

The Company has not had any changes in accounting estimates for the years ending
December 31, 2003 and 2002.

Income Taxes

The Company accounts for income taxes under SFAS No. 109, Accounting for Income
Taxes. Deferred income tax assets and liabilities are determined based upon
differences between financial reporting and tax basis of assets and liabilities
and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse.

No provision for income taxes has been recorded due to losses to date. The
Company has recorded a valuation allowance for any deferred tax assets that have
resulted from its operating losses.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement
No. 141, Business Combinations and Statement No. 142, Intangible Assets. FASB
Statement No. 141 eliminates the pooling-of-interests method of accounting for
business combinations except for qualifying business combinations that were
initiated before July 1, 2001. FASB Statement No. 142 further clarifies the
criteria to recognize intangible assets separately from goodwill and promulgates
that goodwill and certain intangible assets not be amortized including goodwill
related to investments accounted for under the equity method. Instead, these
assets will be reviewed for impairment annually with any related losses
recognized in earnings when incurred. These standards will apply to the Company
beginning January 1, 2002 for existing intangible assets and July 1,


                                      F-8
<PAGE>

2001 for business combinations completed after June 30, 2001. These statements
have not had an impact on the Company's financial condition or results of
operations.

In October 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." FASB Statement No. 144 addresses
significant issues relating to the implementation of FASB Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," and develops a single accounting model, based on the framework
established in FASB Statement No. 121 for long-lived assets to be disposed of by
sale, whether such assets are or are not deemed to be a business. FASB Statement
No. 144 also modifies the accounting and disclosure rules for discontinued
operations. The standard was adopted on January 1, 2002, and did not have a
material impact on the company's Consolidated Financial Statements.

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." FASB Statement No. 145 updates, clarifies, and simplifies existing
accounting pronouncements. FASB Statement No. 145 rescinds FASB Statement No. 4,
which required all gains and losses from extinguishment of debt to be aggregated
and, if material, classified as an extraordinary item, net of related income tax
effect. As a result, the criteria in Opinion 30 will now be used to classify
those gains and losses. FASB Statement 44 was issued to establish accounting
requirements for the effects of transition to the provisions of the motor
Carrier Act of 1980. Because the transaction has been completed, FASB Statement
44 is no longer necessary. FASB Statement 145 amends FASB Statement 13 to
require that certain lease modifications that have economic effects similar to
sale-leaseback transactions be accounted for in the same manner as
sale-leaseback transactions. This amendment is consistent with FASB's goal
requiring similar accounting treatment for transactions that have similar
economic effects. The adoption of FASB Statement No. 145 has not had a material
impact on the Company's consolidated financial statements.

In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" which supercedes EITF No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)." FASB
Statement No. 146 requires that a liability for costs associated with an exit or
disposal activity be recognized when the liability is incurred rather than when
a company commits to such an activity and also establishes fair value as the
objective for initial measurement of the liability. The Company will adopt FASB
No. 146 for exit or disposal activities that are initiated after December 31,
2002. The adoption of FASB Statement No. 146 has not had an impact on the
Company's consolidated financial statements.

In December 2002, the FASB issued Statement No. 148, "Accounting for Stock Based
Compensation-Transition and Disclosure-an amendment of FASB Statement No. 123."
FASB Statement No. 148 amends FASB Statement 123, "Accounting for Stock-Based
Compensation," to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, FASB Statement No. 148 amends the disclosure
requirements of FASB Statement No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The Company adopted FASB Statement No. 148 effective December 1, 2002
and have provided the disclosures required under FASB Statement No. 148 as
follows:

The weighted average fair value per share of options granted by the Company
during 2002 was $.29. The fair value of options granted was estimated at the
date of grant using the Black-Scholes Valuation Method with the following
assumptions; risk free interest rate of 4.75%, no expected dividends, weighted
average expected life of 5 years for 2002, and volatility of 1.88. There were no
options granted during 2003.

The Company applies APB No. 25 and related interpretations in accounting for
stock options granted to employees. Had compensation cost been recognized
consistent with SFAS No. 123, the Company's net loss, net loss attributable to
common stockholders, net loss per common share, and net loss attributable to
common stockholders per share would have been reduced to the pro forma amounts
indicated below.


                                      F-9
<PAGE>

<TABLE>
<CAPTION>
                                                                Year ended December 31,
                                                              2003                  2002
                                                            -------------------------------
<S>                                                         <C>                 <C>
Pro-forma net loss                                          $(542,920)          $(2,035,705)

Pro-forma loss attributable to common stockholders          $(759,920)          $(2,252,705)

Pro-forma net loss per common share                            $(0.02)               $(0.06)

Pro-forma net loss attributable to                             $(0.02)               $(0.07)
   Common stockholders per common share
</TABLE>

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others," ("FIN 45"). FIN 45 expands previously issued accounting
guidance and disclosure requirements for certain guarantees and requires
recognition of an initial liability for the fair value of an obligation assumed
by issuing a guarantee. The Company adopted FIN 45 as of January 1, 2003. The
adoption of FIN 45 did not have an impact on the Company's consolidated
financial statements.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities," ("FIN 46"). FIN 46 clarifies the application of
Accounting Research Bulletin No. 51, "Consolidated Financial Statements," for
certain entities that do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated financial support from
other parties or in which equity investors do not have the characteristics of a
controlling financial interest ("variable interest entities"). Variable interest
entities within the scope of FIN 46 will be required to be consolidated by their
primary beneficiary. The primary beneficiary of a variable interest entity is
determined to be the party that absorbs a majority of the entity's expected
losses, receives a majority of its expected returns, or both. FIN 46 applies
immediately to variable interest entities created after January 31, 2003, and to
variable interest entities in which an enterprise obtains an interest after that
date. It applies in the first fiscal year or interim period beginning after June
15, 2003, to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. The adoption of FIN 46 did
not have an impact on the Company's consolidated financial statements.

In April 2003, the FASB issued Statement No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." FASB statement No. 149 amends
and clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under FASB
Statement No. 133. FASB Statement No. 149 is effective for contracts entered
into or modified after June 30, 2003, and hedging relationships designated after
June 30, 2003, except for those provisions of FASB Statement No. 149 which
relate to FASB Statement No. 133 Implementation Issues that have been effective
for fiscal quarters that began prior to June 15, 2003. For those issues, the
provisions that are currently in effect should continue to be applied in
accordance with their respective effective dates. In addition, certain
provisions of FASB Statement No. 149, which relate to forward purchases or sales
of when-issued securities or other securities that do not yet exist, should be
applied to both existing contracts and new contracts entered into after June 30,
2003. The adoption of FASB Statement 149 did not have an impact on the Company's
consolidated financial statements.

In May 2003, the FASB issued Statement No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." FASB
Statement No. 150 establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. FASB Statement No. 150 requires that an issuer classify a financial
instrument that is within the scope of FASB Statement No. 150 as a liability.
FASB Statement No. 150 is effective for financial instruments entered into or
modified after May 31, 2003, and otherwise is effective for the Company
beginning September 1, 2003. The adoption of FASB Statement 150 did not have an
impact on the Company's consolidated financial statements.


                                      F-10
<PAGE>

Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets which range
from 3-9 years.

Long-Lived Assets

The carrying value of the Company's long-lived assets are reviewed periodically
by management to determine if the facts and circumstances suggest potential
impairment. If this review indicates that these costs will not be recoverable,
as determined based on the expected undiscounted cash flows of the entity over
the remaining amortization period, the carrying value of these costs is reduced
to fair value and an impairment loss is recognized.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
effect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Financial Instruments

The Company's financial instruments consisting of cash, accounts payable and
notes payable approximate fair value as of December 31, 2003 and 2002.

3. Operating Losses and Cash Flow Deficiencies

The Company has experienced operating losses and deficiencies in operating cash
flows. Until the Company has operations or other revenue generating activities
to be self sufficient, the Company will remain dependent upon other sources of
capital. In the past, such capital has come from the Company's Majority
Stockholder.

On September 30, 1999, the Company's Chairman and majority stockholder agreed to
provide Le@P, directly or through his affiliates (collectively, the "Majority
Stockholder"), funding of up to $10,000,000 to be used to fund working capital
requirements and future acquisitions, as approved by the Company's Board of
Directors (the "Funding Commitment") and as further discussed in Note 5 herein.
Through December 31, 2003, the Company had received $8,475,000 of the Funding
Commitment and working capital notes aggregating $2,274,711 from the Majority
Stockholder. The notes are not part of the Funding Commitment. As of December
31, 2003, $1,525,000 was available to the Company pursuant to the Funding
Commitment. Subsequent to December 31, 2003, the Company consolidated the
working capital notes and interest from the Majority Stockholder and issued two
long-term notes. In addition, the Company received a working capital loan on
March 12, 2004, and issued another long-term note. These notes are not part of
the Funding Commitment (See Note 15).

Although the Company anticipates that the balance of the Funding Commitment of
its Majority Stockholder will be sufficient to cover operating expenses through
the next twelve months, the Company will be required to raise additional capital
in order to make any investments or acquisitions.

4. Investments

Healthology

On March 27, 2000, the Company purchased an approximate 21% interest in the
issued shares of Healthology (such interests have been computed on an
as-converted basis). Healthology is a privately held, health-media company based
in


                                      F-11
<PAGE>

New York, NY that produces and distributes original healthcare content generated
by health professionals. The Company acquired approximately 3,200,000 shares of
Healthology Series A Convertible Voting Preferred Stock ("Healthology Preferred
Shares") at a total cost of approximately $3,500,000. The Company obtained the
funds for the Healthology acquisition through a capital contribution from its
Majority Stockholder pursuant to the Funding Commitment described in Note 5
herein.

On February 5, 2001, Healthology exercised a put option and Le@P purchased
800,000 shares of Healthology common stock for $1,000,000.

The audited financial statements of Healthology as of and for the year ended
December 31, 2000 contained a going concern explanatory paragraph and its
financial statements as of and for the year ended December 31, 2001 reflected a
net loss of approximately $5.0 million. Healthology's plans for the years ended
December 31, 2002 and 2001, included raising additional equity or debt
financing, investigating the possibility of merger or joint venture arrangements
to obtain additional sources of funds, and scaling back operations. Healthology
was unsuccessful in such endeavors to obtain financing and continued to
experience significant losses. As a result of these factors, the Company
believed its investment in Healthology was materially impaired and further
reduced the value of its investment by $1,354,358 during 2001. During 2002,
Healthology was unsuccessful in its endeavors to form a merger or joint venture
arrangement, and suffered continued losses amounting to approximately $988,000.
Accordingly, the Company wrote-off its remaining investment of approximately
$115,000 in the quarter ended December 31, 2002. The write-off is included in
the write-off of investments in the accompanying consolidated statement of
operations. The Company's investment in Healthology is illiquid in nature and
cannot be readily sold.

For the year ending December 31, 2003, Healthology's unaudited net income was
$1,087,000. As the Company records its investments under the cost method of
accounting, the book value of the Company's investment in Healthology remains
zero. The Company continues to monitor this investment, but is unable to assess
the current value, in part due to the illiquidity of this investment and
Healthology's short operating history.

Camber

The Company has a 6% interest in Camber Companies, LLC ("Camber"). Camber
operated clinics specializing in multidisciplinary, musculoskeletal care in
Florida and California. The Company accounts for its investment in Camber under
the cost method.

Camber was unable to successfully execute its business plan. In addition,
attempts by the Company to sell its investment in Camber were unsuccessful and
caused the Company to assess the recoverability of this investment. During the
quarter ended September 30, 2001, the Company concluded that the carrying value
of its investment in Camber was impaired and wrote-off $1,815,245 of this
investment. Camber continued to be unsuccessful in raising additional capital,
and the Company concluded that the carrying value of its investment in Camber
was impaired and wrote-off the remaining investment carrying value of $30,000 in
the quarter ended March 31, 2002. In July 2002, Camber ceased operations. The
write-off's are included in write-off of investments in the accompanying
consolidated statements of operations for 2002.

5. Funding Commitment

In connection with the Funding Commitment (Note 3), through December 31, 2003,
the Majority Stockholder contributed $8,475,000 to the Company. Of this amount,
approximately $4,544,000 was to fund the investment in Healthology and related
transaction expenses, approximately $250,000 was to fund the VisualPlex
transaction, and $3,681,000 was to fund operating expenses. In consideration of
these contributions, the Company issued 1,614,284 shares of the Company's Class
A Common Stock at a purchase price of $5.25 per share.

As of December 31, 2003, a balance amounting to $1,525,000 (the "Additional
Funds") was available to the Company pursuant to the Funding Commitment. On
March 30, 2000, the Board of Directors of the Company and the Majority
Stockholder agreed that all funds contributed pursuant to the Funding Commitment
including such Additional Funds, represent a subscription for additional shares
of the Company's Class A Common Stock at $5.25 per share (an aggregate of
290,476 shares when the remaining $1,525,000 is contributed).


                                      F-12
<PAGE>

6. Property and Equipment

      Property and equipment consists of the following:

                                                        December 31,
                                                    2003            2002
                                                  ------------------------

      Land                                        $510,000        $510,000
      Buildings                                         --          90,000
      Leasehold improvements                        17,842          17,842
      Equipment and software                        49,524          49,524
      Furniture and fixtures                        84,553          84,553
                                                  ------------------------
                                                   661,919         751,919
      Less accumulated depreciation                110,770          99,561
                                                  ------------------------
                                                  $551,149        $652,358
                                                  ========================

7. Commitments and Contingencies

Legal Proceedings

The Company is involved in litigation relating to the offshore supply business
conducted prior to August 14, 1996 by certain inactive subsidiaries of Le@P. The
cases are maritime asbestos claims against the Company's subsidiaries. On May 1,
1996, the asbestos claims were administratively dismissed subject to
reinstatement on motion of plaintiff's counsel. These cases may be reinstated in
the future. At the present time, the Company does not believe such cases will
have a material adverse impact upon the Company.

The Company is also involved from time to time in various other claims and
lawsuits in the ordinary course of its current or prior business, none of which
the Company anticipates would have a material adverse effect on its financial
condition or results of operations.

Employment Contracts

During April 1999, the Company entered into an employment contract with its
Chief Executive Officer. This contract was for an initial period of three years
and included base salary plus bonuses. The Company negotiated a severance
agreement with Robert G. Tancredi, M.D., the Company's President and Chief
Executive Officer, whereby his services would end effective September 30, 2002.
Dr. Tancredi's employment agreement had otherwise been scheduled to expire in
March 2003, subject to certain severance or renewal requirements. In connection
with the severance agreement, the Company agreed to pay Dr. Tancredi $150,000
payable over an eighteen month period and each of the parties otherwise released
the other of all other obligations and claims. A balance amounting to
approximately $16,000 is included in accrued compensation and related
liabilities in the accompanying consolidated balance sheet at December 31, 2003
relating to the severance accrual.


                                      F-13
<PAGE>

8. Related Party Transactions

The Company's Majority Stockholder, directly or indirectly, owns a number of
real estate entities with which the Company has done or currently does business.
At December 31, 2003, the Company was leasing administrative office space from
one such real estate entity. This lease expires during 2004. Future minimum
lease payments under this operating lease agreement are $32,000 for 2004.

The Company rented office space to other related entities on a month-to-month
basis during 2003, resulting in net rent expense amounting to approximately
$3,900 for the year ended December 31, 2003.

Due from related party represents amounts due from the Company's Majority
Stockholder in relation to certain services performed on his behalf by the
Company's employee.

Through December 31, 2003, the Company had received loans amounting to
$2,274,711 from the Majority Stockholder. The proceeds of loans were, and are,
being used for working capital purposes. The loans are evidenced by promissory
notes, which pay interest at the prime rate. Principal and interest on the loans
are due and payable in one lump sum on the maturity dates. Notes totaling
$1,998,711 are due January 15, 2005 and the remaining notes of $276,000 are due
January 15, 2004. Subsequent to December 31, 2003, the Company consolidated all
of the notes and accrued interest from the Majority Stockholder into two
long-term notes due March 15, 2006. The notes are unsecured, bear interest at
the prime rate, and principal and interest are due and payable in one lump sum
on the maturity date (See Note 15). These notes are not part of the funding
commitment.

Effective September 28, 2001, the Majority Stockholder contributed land and
buildings in Broward County, Florida to the Company in exchange for a note
payable. The land and buildings have been recorded at fair value as determined
by an independent third-party appraisal. The note payable consists of a
short-term promissory note in the amount of $37,500 which was due and paid on
November 28, 2001 and a longer-term note and mortgage in the amount of $562,500
due in one lump sum on September 28, 2006. Both notes bear interest at the rate
of 7% per annum. All accrued but unpaid interest on the longer-term note is due
September 28, 2004 with regular monthly interest payments to be made thereafter.

The land is zoned light industrial and consists of approximately one and
one-third acres. On July 16, 2003, the Board of Directors determined that it was
in the best interest of the Company to demolish the existing buildings. The
demolition of the buildings took place in August 2003. FASB Statement of
Financial Standard No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. As a result, the Company recognized an
impairment loss equal to the book value of the buildings in the amount of
$75,000. The Company is currently seeking to lease the property.

The interest expense included in the 2003 and 2002 consolidated financial
statements relates to interest charges due to the Majority Stockholder.

9. Stock Based Compensation

Options may be granted to Company employees, directors and consultants under
various stock option plans. All options granted under the plans through December
31, 2003 have been at prices which have been equal to or greater than the fair
market value of the Company's common stock at the date of grant. At December 31,
2003, the Company had reserved 4,374,500 shares of Class A common stock for
possible future issuance under its stock option plans. Option activity under the
Company's plans is summarized below:


                                      F-14
<PAGE>

<TABLE>
<CAPTION>
                                                       2003                             2002
                                            ----------------------------    -----------------------------
                                                              Weighted                          Weighted
                                                               Average                           Average
                                                              Exercise                          Exercise
                                               Shares           Price          Shares             Price
                                            ----------------------------    -----------------------------
<S>                                           <C>             <C>              <C>             <C>
      Outstanding at beginning of year        1,897,500       $     1.81       2,502,500       $     2.14
      Options granted                                --               --         500,000             1.90
      Options forfeited                        (445,000)            1.75      (1,105,000)            2.60
                                            ----------------------------    -----------------------------
      Outstanding at end of year              1,452,500       $     1.83       1,897,500       $     1.81
                                            ============================    =============================

      Options exercisable at year-end         1,452,500       $     1.83       1,897,500       $     1.81
      Shares available for future grant       4,374,500                        4,819,500
</TABLE>

The following table summarizes information about stock options outstanding at
December 31, 2003:

<TABLE>
<CAPTION>
                                   Stock Options Outstanding                      Stock Options Exercisable
                       --------------------------------------------------------------------------------------------
                                            Weighted
                                            Average
                                           Remaining            Weighted                             Weighted
                          Number of       Contractual            Average         Number of            Average
Exercise Price             Options            Life            Exercise Price      Options          Exercise Price
-------------------------------------------------------------------------------------------------------------------
<S>                         <C>                <C>                 <C>              <C>                <C>
    $0.50                     300,000          3.4                 $0.50              300,000          $0.50
    $1.00                     240,000          6.9                 $1.00              240,000          $1.00
    $1.75                     860,000          4.1                 $1.75              860,000          $1.75
    $3.00                      52,500          6.2                 $3.00               52,500          $3.00
                       ---------------                                        ---------------
$0.50 - $3.00               1,452,500          4.5                 $1.55            1,452,500          $1.55
                       ===============                                        ===============
</TABLE>

10. Loss Per Share

Options were not included in the computation of net loss per share and net loss
per share attributable to common stockholders for the years ended December 31,
2003 and 2002 because their effect would have been anti-dilutive.

A reconciliation of net loss per share to net loss per share attributable to
common stockholders is as follows:


                                      F-15
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Year Ended December 31,
Numerator:                                                                           2003               2002
                                                                                -------------------------------
<S>                                                                             <C>                <C>
     Net loss                                                                   $   (542,920)      $ (1,724,988)
     Dividends (undeclared) on cumulative preferred stock                           (217,000)          (217,000)
                                                                                -------------------------------
     Numerator for basic and diluted loss per share - loss attributable to
     common stockholders                                                        $   (759,920)      $ (1,941,988)
                                                                                ===============================

Denominator:
     Denominator for basic and diluted loss per share: Weighted
     average shares

                                                                                  33,706,203         33,706,203
                                                                                ===============================
     Basic and diluted loss per share                                           $      (0.02)      $      (0.05)
                                                                                ===============================

     Basic and diluted loss per share attributable to common
     stockholders                                                               $      (0.02)      $      (0.06)
                                                                                ===============================
</TABLE>

11. Preferred Stock

The Certificate of Incorporation of the Company, as amended, authorizes the
issuance of 25,000,000 shares of Preferred Stock, $.001 par value of which 2,500
shares have been designated as Series B 10% Cumulative Preferred Stock, $.001
par value, (the "Series B Preferred Stock"). The Series B Preferred Stock is
nonvoting and nonconvertible. Dividends on the Series B Preferred Stock are
cumulative and accrue at a rate of 10% per annum on the preferred stock's stated
value of $1,000 per share and must be paid before any dividends may be paid on
any other class of common or preferred stock. No other class of common or
preferred stock may be redeemed or repurchased nor may the Series B Preferred
Stock be altered or modified without the approval of the holders of the Series B
Preferred Stock. Effective November 15, 1999, the Company issued, 2,170 shares
of the Series B Preferred Stock to the majority shareholder in exchange for
$2,170,000, which had previously been contributed to the Company. At December
31, 2003, dividends of $934,500 were accumulated on the Series B Preferred
Stock. Such amount will be accrued and charged to retained earnings, if any, or
additional paid-in capital when declared by the Company's Board of Directors.

12. Class B Common Stock

The Company has 25,000 shares of Class B Common Stock outstanding. Such shares
are held by an affiliate of the Company's majority shareholder and enable the
holder to elect a majority of the Board of Directors of the Company, otherwise
the Class B Common Stock is identical to the Company's Class A Common Stock.

13. Income Taxes

Significant components of the Company's net deferred income taxes are as
follows:

                                               Year ended December 31,
                                                2003              2002
                                            -----------------------------

      Deferred tax assets:
      Net operating loss carryforwards      $ 3,031,172       $ 2,751,779
      Accruals                                   75,915            81,837
      Stock -based compensation                  29,999            29,991
      Other                                       8,224            (9,309)
                                            -----------------------------
      Deferred tax assets                     3,145,310         2,854,298
      Less valuation allowance               (3,145,310)       (2,854,298)
                                            -----------------------------
      Net deferred tax assets               $        --       $        --
                                            =============================


                                      F-16
<PAGE>

A reconciliation of the U.S. statutory federal income tax rate to the effective
income tax rate (benefit) follows:

                                                      Year ended December 31,
                                                        2003           2002
                                                        ----           ----
      U.S. Federal Statutory rate                       34.00%         34.00%
      State income taxes, net of federal benefit         3.63           3.63
      Change in valuation allowance                    (53.60)        (27.80)
      Non-deductible items                              (0.01)         (3.21)
      Other                                             15.98          (6.62)
                                                      ----------------------
                                                         0.00%          0.00%
                                                      ======================

SFAS 109 requires a valuation allowance to reduce the deferred tax assets
reported if, based on the weight of the evidence, it is more likely than not
that some portion or all of the deferred tax assets will not be realized. After
consideration of the evidence, both positive and negative, management has
determined that a $3,145,310 valuation allowance at December 31, 2003 is
necessary to reduce the deferred tax assets to the amount that will more likely
than not be realized. The change in the valuation allowance for the current year
is $291,012. At December 31, 2003, the Company has available net operating loss
carryforwards of approximately $8,055,000 of which approximately $1,078,000
expire from 2010 to 2012 with the remainder expiring during 2019 through 2023.

14. Valuation and Qualifying Accounts

A summary of the activity in the Company's valuation and qualifying accounts is
as follows:

<TABLE>
<CAPTION>
                                                Balance at       Charged to                                    Balance at
                                               Beginning of       Costs and    Write-off's   Other Changes       End of
              Description                         Period           Expenses                                      Period
<S>                                              <C>               <C>              <C>            <C>         <C>
Deferred tax asset valuation allowance
Year ended December 31, 2002                     $2,374,831        $479,467         --             --          $2,854,298
Year ended December 31, 2003                     $2,854,298        $291,012         --             --          $3,145,310
</TABLE>

15. Subsequent Event

During the first quarter of 2004, the Company consolidated the long and
short-term notes and accrued interest due to the Majority Stockholder into two
notes of $2,295,465 and $93,022. The Company also received an additional working
capital loan from the Majority Stockholder dated March 12, 2004 amounting to
$38,000. All of the notes are unsecured and bear interest at the prime rate.
Principal and interest on the notes are due and payable in one lump sum on the
maturity date of March 15, 2006.


                                      F-17
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT                            DESCRIPTION

3.1.1       Certificate of Incorporation of Le@P Technology, Inc., filed March
            20, 1997. (2)

3.1.2       Certificate of Preferred Stock Designation of Le@P Technology, Inc.,
            dated March 23, 1999. (1)

3.1.3       Certificate of Amendment to Certificate of Incorporation of Le@P
            Technology, Inc. dated June 21, 1999. (3)

3.1.4       Certificate of Designation, Preferences, Rights and Limitations of
            10% Cumulative Non-Voting Series B Preferred Stock of Le@P
            Technology, Inc., dated November 15, 1999. (4)

3.1.5       Certificate of Amendment to Certificate of Incorporation of Le@P
            Technology, Inc. filed July 5, 2000. (5)

3.2         Bylaws of Le@P Technology, Inc. (2)

4.3         Investors' Rights Agreement between Healthology, Inc. and Le@P
            Technology, Inc. dated March 1, 2000. (6)

4.4         Stockholders' Agreement between Healthology, Inc., Le@P Technology,
            Inc. and certain existing stockholders of Healthology, Inc. dated
            March 1, 2000. (6)

4.5         First Amended and Restated Investors Rights Agreement between
            Healthology, Inc. Le@P Technology, Inc., and Communicade, Inc. dated
            August 1, 2000. (5)

4.6         First Amended and Restated Stockholders' Agreement between
            Healthology, Inc., Le@P Technology, Inc., and Communicade, Inc. and
            certain other existing stockholders of Healthology, Inc. dated
            August 1, 2000. (5)

4.7         Amended and Restated Certificate of Incorporation of Healthology,
            Inc. filed August 1, 2000. (5)

10.1        Funding Commitment by M. Lee Pearce, M.D. (1)

10.2        Subscription Agreement dated March 30, 2000, with M. Lee Pearce,
            M.D. (10)

10.3        Employment Agreement dated April 1, 1999, with Robert G. Tancredi,
            M.D. (10)

10.4.1      1999 Long Term Incentive Plan. (7)

10.4.2      1998 Incentive Option Plan. (8)

10.4.3      1997 Incentive Option Plan. (2)

10.4.4      Seal Fleet, Inc. Amended 1996 Long-Term Incentive Plan. (9)

<PAGE>

10.11       Commercial Contract and Addendum relating to the purchase and sale
            of real property between Bay Colony Associates Limited and Le@P
            Technology, Inc., as agent for Parkson Property LLC, dated as of
            September 28, 2001 (11)

10.12       Promissory Note dated September 28, 2001, in the principal amount of
            $37,500, executed by Parkson Property LLC. (11)

10.13       Promissory Note dated September 28, 2001, in the principal amount of
            $712,500, executed by Parkson Property LLC. (11)

10.14       Termination agreement dated September 30, 2002, relating to the
            termination to the Executive Employment Agreement of the Chief
            Executive Officer.(12)

10.15       Promissory Note dated November 5, 2002, in the principal amount of
            $1,755,710.65, issued to the M. Lee Pearce 1998 Irrevocable Trust,
            replacing certain promissory notes issued in 2001 and 2002.(13)

10.16       Promissory Note dated January 30,2003, in the principal amount of
            $65,000 issued to the M. Lee Pearce 1998 Irrevocable Trust.(14)

10.17       Promissory Note dated March 14, 2003, in the principal amount of
            $75,000 issue to the M. Lee Pearce 1998 Irrevocable Trust.(14)

10.18       Promissory Note dated April 23, 2003, in the principal amount of
            $55,000 issued to the M. Lee Pearce 1998 Irrevocable Trust(15)

10.19       Written Consent to Action dated May 6, 2003 extending the due date
            of a note to January 15, 2005(15)

10.20       Promissory Note dated June 30, 2003, in the principal amount of
            $71,000 issued to the M. Lee Pearce 1998 Irrevocable Trust(16)

10.21       Promissory Note dated July 24, 2003, in the principal amount of
            $80,000 issued to the M. Lee Pearce 1998 Irrevocable Trust(16)

10.22       Promissory Note dated November 3, 2003, in the principal amount of
            $37,000 issued to M. Lee Pearce, M.D.

10.23       Promissory Note dated December 8, 2003, in the principal amount of
            $30,000.00 issued to M. Lee Pearce, M.D.

10.24       Promissory Note dated December 29, 2003, in the principal amount of
            $25,000.00 issued to M. Lee Pearce, M.D.

10.25       Promissory Note dated March 11, 2004, in the principal amount of
            $2,295,464.65 issued to the M. Lee Pearce 1998 Irrevocable Trust.

10.26       Promissory Note dated March 11, 2004, in the principal amount of
            $93,022.03 issued to M. Lee Pearce, M.D.

10.27       Promissory Note dated March 12, 2004, in the principal amount of
            $38,000.00 issued to M. Lee Pearce, M.D.

21          Subsidiaries of the Registrant.

31.1        Certification of the Acting Principal Executive Officer relating to
            Periodic Financial Report pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.

31.2        Certification of the Acting Principal Financial Officer relating to
            Periodic Financial Report pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.

32.1        Certification of the Acting Principal Executive Officer of Periodic
            Financial Report Pursuant to 18 U.S.C. Section 1350.

32.2        Certification of the Acting Principal Financial Officer of Periodic
            Financial Report Pursuant to 18 U.S.C. Section 1350.

<PAGE>

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1)    Incorporated by reference from an exhibit to the Company's Current Report
      on Form 8-K (File No. 000-05667), as filed October 15, 1999.

2)    Incorporated by reference from an exhibit to the Company's Proxy Statement
      for the Annual Meeting of Shareholders of Le@P Fleet, Inc. held May 14,
      1997, as filed April 11, 1997.

3)    Incorporated by reference from an exhibit to the Company's Annual Report
      on Form 10-KSB (File No. 000-05667) for the fiscal year ended December 31,
      1999, as filed March 30, 2000.

4)    Incorporated by reference from an exhibit to the Company's Quarterly
      Report on Form 10-QSB (File No. 000-05667) for the quarter ended September
      30, 1999, as filed November 15, 1999.

5)    Incorporated by reference from an exhibit to the Company's Quarterly
      Report on Form 10-QSB (File No. 000-05667) for the quarter ended June 30,
      2000, as filed August 14, 2000.

6)    Incorporated by reference from an exhibit to the Company's Current Report
      on Form 8-K (File No. 000-05667), as filed March 16, 2000.

7)    Incorporated by reference from an exhibit to the Company's Proxy Statement
      for the Annual Meeting of Shareholders of Le@P Technology, Inc. held June
      17, 1999, as filed on June 4, 1999.

8)    Incorporated by reference from an exhibit to the Company's Proxy Statement
      for the Annual Meeting of Shareholders of Le@P Technology, Inc. held June
      24, 1998, as filed on June 8, 1998.

9)   Incorporated by reference from an exhibit to the Quarterly Report on Form
      10-QSB of Le@P Fleet, Inc. for the quarterly period ended March 31, 1997.

10)   Incorporated by reference from an exhibit to the Company's Annual Report
      on Form 10-KSB (File No. 000-05699) for the fiscal year ended December 31,
      2000, as filed April 1, 1999, as amended April 30, 2000.

11)   Incorporated by reference from an exhibit to the Company's Current Report
      on Form 8-K (File No. 000-05667), as filed October 18, 2001.

12)   Incorporated by reference from an exhibit to the Company's Quarterly
      Report on Form 8-K (File No. 000-05667), as filed on September 30, 2002.

13)   Incorporated by reference from an exhibit to the Company's Quarterly
      Report on Form 10-QSB (File No. 000-05667), as filed on November 14, 2002.

14)   Incorporated by reference from an exhibit to the Company's Annual Report
      on Form 10-KSB (File No. 000-05699) for the fiscal year ended December 31,
      2002, as filed March 31, 2003, as amended April 30, 2003.

15)   Incorporated by reference from an exhibit to the Company's Quarterly
      Report on Form 10-QSB (File No. 000-05667), as filed on May 15, 2003.

16)   Incorporated by reference from an exhibit to the Company's Quarterly
      Report on Form 10-QSB (File No. 000-05667), as filed on August 8, 2003.