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

                                FORM 10-KSB/A - 1

                                   (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, 2001

 [ ] 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
                              LEAP 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)

<TABLE>
<CAPTION>
<S>                                                                             <C>
Issuer'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. [ ]

The issuer's revenues for its fiscal year ended December 31, 2001 were $0.

The  aggregate  market value of the common equity held by  non-affiliates  as of
April 19, 2002 was  approximately  $337 thousand  based on the $0.18 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
April 19, 2002 was  33,681,203.  The number of shares of Class B Common Stock of
the issuer outstanding as of April 19, 2002 was 25,000.

                       DOCUMENTS INCORPORATED BY REFERENCE
None

Transitional Small Business Disclosure Format: Yes __  No X


<PAGE>


                                        8
                                EXPLANATORY NOTE

This  amendment is being filed in order to provide the  information  required in
Part III of the Company's Annual Report on Form 10-KSB filed with the Securities
and Exchange Commission on April 1, 2002.

                                    PART III

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


The following table sets forth the names and ages of all directors and executive
officers and all persons  nominated or chosen to become such and positions  held
with respect to each executive officer of the Company as of April 20, 2002.

<TABLE>
<CAPTION>
Name                                   Age         Position                            Since
----                                   ---         --------                            -----
<S>                                    <C>         <C>                                 <C>
M. Lee Pearce, MD                      71          Chairman of the Board               April 5, 1999
                                                   Class B Director                    April 5, 1999

Robert G. Tancredi, MD                 64          Chief Executive Officer             April 15, 1999
                                                   Class B Director                    April 2, 1999-July 13, 2001
                                                   Class A Director                    July 13, 2001

Timothy C. Lincoln                     42          Class B Director                    July 5, 2000

Jose B. Valle                          54          Class A Director                    July 5, 2000

Laurence B. Brody, DDS                 70          Class A Director                    July 5, 2000
</TABLE>

M. Lee Pearce,  M.D.  has served as a Class B Director and Chairman of the Board
of Directors and a principal  stockholder  of the Company since April 1999.  Dr.
Pearce has over 40 years of  experience  in the health  care  industry.  For the
majority of his health care career, he has been the Chairman and Chief Executive
Officer of health care services  companies which he founded.  From February 1993
to January 1997,  Dr.  Pearce  served as a director of OrNda Health  Corporation
("OrNda") (NYSE:ORN),  the then third largest investor-owned hospital management
system in the  United  States  which  operated  48 acute  care  medical-surgical
hospitals,  ambulatory  surgical  centers,  numerous  outpatient  and  specialty
clinics. From 1989 to February 1997, he served as a director of IVAX Corporation
(AMEX:IVX),  a  manufacturer  of  pharmaceuticals,  personal  care  products and
diagnostic  devices.  In 1991,  entities in which Dr.  Pearce was a  substantial
owner included Golden Glades Regional Medical Center in Miami, Florida which was
later  restructured  and sold. From 1987 through 1989, Dr. Pearce was at first a
significant  shareholder  (1987) and then a director (1988) of American  Medical
International,  Inc. (NYSE: AMI). Between 1969 and 1985, he was the Chairman and
Chief Executive  Officer of American  Hospital  Management  Corp., the operating
management  company of American Hospital of Miami and North Ridge Medical Center
(two hospitals which he founded,  developed and which were sold to AMI in 1985).
Dr. Pearce is a member of the Board of Fellows of the Harvard Medical School and
serves as a pro-bono  consultant  to the Mayo  Foundation  and the Mayo  Medical
Ventures.  He also serves on the Board of Trustees  of the  University  of Miami
where he is also a member of the George E. Merrick  Society.  In addition to Dr.
Pearce's medical degrees,  he also received a J.D. degree from the University of
Miami and is a member of the Florida Bar and the American Bar Association.


                                       2
<PAGE>

Robert  G.  Tancredi,  M.D.  has  served as a Class A and B  Director  and Chief
Executive  Officer of the Company since April 1999. Dr. Tancredi has also served
as the Chief  Executive  Officer and as a Manager of OH,  Inc.,  a wholly  owned
subsidiary of the Company since April 1999.  From 1985 to 1992, Dr. Tancredi was
a member of the Board of  Governors of the Mayo  Clinic,  Rochester,  Minnesota.
From 1985 to 1996,  Dr.  Tancredi  was a member of the Board of  Trustees of the
Mayo  Foundation.  From 1987 to 1992, Dr.  Tancredi was a member of the Board of
Trustees of the American  College of  Cardiology.  From  December 1991 until his
retirement  as of December 31, 1996,  Dr.  Tancredi was Chairman of the Board of
Governors of the Mayo Clinic, Scottsdale, Arizona. From October 1997 until April
2, 1999, Dr. Tancredi provided  consulting services to certain affiliates of the
Company and of Dr. Pearce. Dr. Tancredi has also been a Director of Healthology,
Inc. since March 2000.

Jose B. Valle has been a senior executive in the banking industry since 1972.
From January 1997 to the present, he has been a Senior Vice President of Bank of
America. Prior to this position, from April 1991 to October 1996, Mr. Valle
served first as CEO of Bank of North America. Until its sale in October 1996 to
BankAtlantic, Bank of North America was formerly controlled by Dr. Pearce. From
October 1996 to January 1997, Mr. Valle served as President of the Dade County,
Florida operations of BankAtlantic. Mr. Valle is active in numerous civic,
charitable and professional organizations in South Florida. Mr. Valle received a
bachelor in Accounting from the University of Florida and is a Certified Public
Accountant.

Laurence B. Brody,  DDS has over 25 years of experience as an  entrepreneur  and
senior executive,  principally in the healthcare  field.  Since 1996 to present,
Dr. Brody has served as President and CEO of  ConsoliDent,  Inc.  based in South
Florida. Dr. Brody formed and developed ConsoliDent,  Inc., a dental information
management  company,  to acquire  the assets and manage the  financial  business
activities of dental offices.  In 1995, Dr. Brody served as President and CEO of
MIDA Dental Plans,  and was  responsible for its sale in December 1995 to United
Concordia.  From  September 1994 to March 1995, Dr. Brody served as a consultant
to AESGEN,  a start-up  generic  pharmaceutical  venture created by Mayo Medical
Ventures,  a unit of the  Mayo  Clinic  and  Applied  Analytical  Industries,  a
pharmaceutical  development  company. Dr. Brody serves on the Board of Overseers
at the University of Pennsylvania School of Dental Medicine, and is an Associate
Professor of the University of  Pennsylvania  School of Dental Medicine and Nova
Southeastern  College of Dental Medicine.  Dr. Brody has served as an advisor to
the  insurance  departments  in Florida,  New  Jersey,  Maryland,  Delaware  and
Pennsylvania.

Timothy C. Lincoln is currently  legal  counsel for  Marquette  Realty,  Inc., a
position he has held since  September  2000.  He has also  maintained  a private
legal  practice  since October  1998.  From August 1995 to May 1998 he served in
various legal and management roles for Marquette Realty,  Inc. Marquette Realty,
Inc.  manages a number of  entities  that M. Lee  Pearce,  M.D.,  the  Company's
Chairman of the Board and its majority stockholder, is the beneficial owner. Mr.
Lincoln also serves as a director for a number of entities which are directly or
indirectly  owned by Dr.  Pearce.  From 1993 to 1996,  Mr.  Lincoln  served as a
mortgage loan officer for the Bank of North  America.  Bank of North America was
formerly  controlled by Dr. Pearce.  Mr.  Lincoln  received a Master of Business
Administration  Degree


                                       3
<PAGE>

in Marketing from the  University of New Mexico and received a J.D.  degree from
the  University  of Miami School of Law. Mr.  Lincoln is a member of the Florida
Bar.

All Class A Directors are elected by holders of the Class A Common Stock and all
Class B  Directors  are  elected by  holders of the Class B Common  Stock at the
annual  meeting of the  stockholders  of the Company  and hold office  following
election or until their  successors  are elected and  qualified.  The  Company's
bylaws  permit the Board of Directors to fill any vacancy and such  Director may
serve until the next annual  meeting.  The officers of the Company are appointed
by and serve at the discretion of the Company's Board of Directors.

To the best knowledge of the Company, other than as stated above, no Director of
the  Company  is a  Director  of any other  company  with a class of  securities
registered under Section 12 of the Securities Exchange Act of 1934 or subject to
the  requirements of Section 15(d) of that Act or any company  registered  under
the Investment Company Act of 1940.

There  are no  family  relationships  between  any of  the  Company's  Executive
Officers and Directors.

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
directors  and executive  officers,  and person who own more than ten percent of
the  outstanding  Common  Stock,  to  file  with  the  Securities  and  Exchange
Commission  initial  reports of  ownership  on Form 3 and  reports of changes in
ownership  of Common  Stock on Form 4 or 5. Such  persons  are  required  by SEC
regulation to furnish the Company with copies of all such reports they file.

Based  solely on its  review  of the  copies of such  reports  furnished  to the
Company or written  representations  that no other  reports were  required,  the
Company  believes that all Section 16(a) filing  requirements  applicable to its
officers, directors and greater than ten percent beneficial owners were complied
with during the year ended  December 31, 2000,  except that  Laurence  Brody was
late in  filing  one Form 4 with  respect  to an  acquisition  of  shares of the
Company's Common Stock in August, 2001.


                                       4
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

The  following  table  sets  forth  certain  summary  information  for the years
indicated  concerning  the  compensation  awarded to,  earned by, or paid to (i)
those persons serving as the Company's  Chief Executive  Officer during the 2001
fiscal year, (ii) the other four most highly  compensated  Executive Officers of
the Company who were serving as such at December  31, 2001,  and (iii) up to two
additional  individuals  who had served as an  Executive  Officer of the Company
during the 2001 fiscal year but who were not Executive  Officers at December 31,
2001,  except that persons referred to in clauses (ii) and (iii) above generally
are not included in the table if they received  total annual salary and bonus of
$100,000  or less for 2001.  The  persons  named in this table are  collectively
referred to as the "Named Executive Officers."

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                          Long-Term
                                                     Annual Compensation                Compensation
                                                                            Other        Securities
                                                                            Annual       Underlying
                                                Salary        Bonus      Compensation     Options/
     Name and Principal Position        Year     ($)           ($)         ($) (2)        SARs (#)
--------------------------------------  -----  ---------  -----------  ---------------  ------------
<S>                                     <C>    <C>          <C>             <C>                <C>
Robert G. Tancredi, MD (1) (3)          2001   $300,000     $180,000        $12,000           -0-
                                        2000    300,000      270,000         12,000       450,000
President and Chief Executive Officer   1999    228,846          -0-         77,000           -0-
</TABLE>

(1)  Dr.  Tancredi was  appointed  President and CEO of the Company on April 15,
     1999.

(2)  Except for stock options issued pursuant to the Company's 1996,  1997, 1998
     and 1999 Stock Option  Plans,  the Company has not  provided any  long-term
     compensation plan, stock appreciation rights,  defined benefit or actuarial
     plan.  Except  pursuant  to the  employment  agreement  with  Dr.  Tancredi
     described  below,  the  Company  does not have any  employment  contract or
     termination  of employment or change in control  agreements  with its Named
     Executive Officers.

(3)  Dr. Tancredi is a member of PearTan, LLC of which he and Dr. Pearce are the
     sole members. PearTan owns 2,000,000 shares of the Company's Class A Common
     Stock.  Pursuant to the applicable governing documents of PearTan, upon any
     liquidation  of  PearTan  (including  the sale of the  foregoing  2,000,000
     shares) and after return of the members respective  capital  contributions,
     Dr.  Tancredi is entitled to receive  from the proceeds of  liquidation  an
     amount  which  effectively  gives him  certain  economic  rights to 300,000
     shares plus up to an additional 800,000 shares, subject to vesting. Subject
     to the satisfaction of certain vesting  criteria,  Dr. Tancredi's rights in
     the foregoing  800,000  shares vest at the rate of 200,000 per year on each
     April.  As of  December  31,  2001,  a total of 600,000 of such  shares had
     vested.  "Other  Annual  Compensation"  paid in 2000 and 2001 consists of a
     $12,000  automobile  allowance.  "Other Annual  Compensation"  paid in 1999
     consists of $2,000 automobile  allowance and a $75,000  consulting fee paid
     for services  rendered prior to his hiring as President and Chief Executive
     Officer.


                                       5
<PAGE>

The Company's Stock Option Plans

Currently,  the Company has four stock  options  plans:  (i) 1999 Seal  Holdings
Corporation  Long  Term  Incentive  Plan  ("1999  Plan"),   (ii)  Seal  Holdings
Corporation  1998 Incentive  Option Plan ("1998 Plan"),  (iii) Seal Fleet,  Inc.
Incentive  Option  Plan  ("1997  Plan"),  and (iv) Seal  Fleet,  Inc.  Long Term
Incentive Plan ("1996 Plan"). All options under the 1998 Plan, the 1997 Plan and
the 1996 Plan have been  granted  (Collectively,  the  "Plans").  All Plans were
approved by the Company's stockholders.

The following  table  contains  information  about the options  outstanding  and
available for issuance under the Plans.

<TABLE>
<CAPTION>
Number of Securities Underlying                                    Number of Options Remaining
        Options Granted          Weighted Average Exercise Price  Available for Future Issuance
-------------------------------  -------------------------------  -----------------------------
<S>                                           <C>                           <C>
           2,502,500                          $2.30                         2,197,500
</TABLE>

There were no stock option  exercises  by the Named  Executive  Officers  during
2001. The following table contains  information  about unexercised stock options
held at the end of 2001 by Named Executive Officers.

The Company did not grant any options during the year ended 2001.

                           Year-End 2000 Option Values

                                                         Value of Unexercised
                             Number of Securities        In-the-Money Options
                               Underlying Options          at At FY-End ($)
         Name                      FY End(#)                (Exercisable)
         ----                --------------------        --------------------
Robert G. Tancredi, M.D.         450,000 (1)                     -0-

----------
(1)  300,000 of these options were exercisable at year end.

Employment Contracts

The  Company  has an  employment  agreement  with  Robert G.  Tancredi,  MD, the
Company's Chief Executive Officer and President.  Pursuant to the agreement, Dr.
Tancredi is paid at a rate of $300,000 per year.  Dr.  Tancredi is also entitled
to guaranteed  minimum bonuses as follows:  (i) $270,000 on April 15, 2000, (ii)
$180,000 on April 15, 2001 and (iii) $90,000 on April 15, 2002.  With respect to
each  calendar  year from and after  January  1,  2001,  the Board may award Dr.
Tancredi an additional  bonus,  as  determined  in the  discretion of the Board,
based upon the Company achieving certain operational and financial requirements.
Dr.  Tancredi is also  eligible to receive  stock  option  awards as part of the
Company's annual review of executive salaries and performance and to participate
in any other stock  option  plan  instituted  by the  Company.  Dr.  Tancredi is
subject to certain restrictive  covenants during the term of his employment with
the  Company  and for a period  of one year  thereafter  unless  Dr.  Tancredi's
employment  terminates  for certain  specified  reasons,  including  following a
Change of Control (as defined in Dr. Tancredi's Employment Agreement).

Meetings and Committees of the Board of Directors

The  Company's  Board of  Directors  held five  meetings  during  the year ended
December 31,  2001.  Board  members are paid $500 for each meeting  attended and
reimbursed for associated expenses of attendance at such meetings. The Company's
Audit  Committee  consists of  Laurence  B. Brody and Jose B.  Valle.  The Audit
Committee will review the scope of the  accountants'  engagement,  including the
remuneration to be paid, and will review


                                       6
<PAGE>

the independence of the accountants. The Audit Committee, with other appropriate
personnel,  will  review  the  Company's  annual  financial  statements  and the
independent  auditor's report,  including  significant reporting and operational
issues;  corporate  policies and  procedures  as they relate to  accounting  and
financial reporting and financial controls; litigation in which the Company is a
party; and use by the Company's Executive Officers of expense accounts and other
non-monetary  perquisites,  if any. The Audit Committee may direct the Company's
legal counsel, independent auditors and internal audit staff to inquire into and
report  to it on any  matter  having  to do with  the  Company's  accounting  or
financial procedures or reporting.

No Director attended fewer than 75% of the meetings of the Board of Directors or
of any  committee on which such Director  served during the year ended  December
31, 2001.


                                       7
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  shows,  as of April 19,  2002,  the  Common  Stock  owned
beneficially by (i) each Director of the Company,  (ii) each Executive  Officer,
(iii) all  Directors  and  Executive  Officers as a group,  and (iv) each person
known by the Company to be the "beneficial owner" of more than five percent (5%)
of such Common Stock. "Beneficial ownership" is a technical term broadly defined
by the  Securities  and Exchange  Commission to mean more than  ownership in the
usual sense. For example,  you  "beneficially"  own Common Stock not only if you
hold it directly, but also if you indirectly (through a relationship, a position
as a Director or trustee,  or a contract or  understanding),  have (or share the
power to vote the  stock,  or sell it) the right to  acquire  it within 60 days.
Except as  disclosed  in the  footnotes  below,  each person has sole voting and
investment  power  over his or her  shares.  As of April 19,  2002,  there  were
33,681,203  shares of Class A Common  Stock  issued  and  outstanding  and 1,487
holders  of  record,  and  25,000  shares  of Class B Common  Stock  issued  and
outstanding  and one holder of record.  In  addition,  there are 2,170 shares of
Series B Preferred Stock issued and outstanding and one holder of record.

<TABLE>
<CAPTION>
                                                            Shares          Percentage            Title
                                       Current           Beneficially      Beneficially            Of
           Name (1)                     Title               Owned             Owned               Class
           --------                    -------           ------------      ------------           -----
<S>                              <C>                      <C>                 <C>          <C>
                                                          32,098,179 (2)       94.5%           Class A Common

M. Lee Pearce, M.D.              Class B Director,            25,000 (3)        100%           Class B Common
                                 Chairman of the
                                 Board of Directors            2,170 (7)        100%       Series B Preferred

Robert G. Tancredi, M.D. (4)     Class A Director,         2,450,000           7.18%           Class A Common
                                 Chief Executive
                                 Officer

Timothy C. Lincoln               Class B Director              1,053             *             Class A Common

Laurence B. Brody                Class A Director              2,500             *             Class A Common

Jose B. Valle                    Class A Director              1,200             *             Class A Common

All Directors and Executive                               32,552,932          94.85%           Class A Common

                                                              25,000            100%           Class B Common
Officers as a Group (5 Persons)                                2,170            100%       Series B Preferred
</TABLE>

----------
*Less than 1%.

(1)  The address for each of the persons and  entities  listed  above is 5601 N.
     Dixie Highway, Suite 411, Fort Lauderdale, Florida 33334.

(2)  The shares  beneficially  owned by Dr. Pearce (i) include 29,107,703 shares
     of  Class A Common  Stock,  which  are  owned  by the M.  Lee  Pearce  1998
     Irrevocable  Trust of which Dr. Pearce is the 100% beneficial  owner,  (ii)
     include  2,000,000  shares  of  Class A Common  Stock  which  are  owned by
     PearTan,  LLC of which Dr. Pearce is a member. (Dr. Pearce and Dr. Tancredi
     share  voting  power  on all of the  shares  owned  by  PearTan;  provided,
     however,  that if they are  unable  to agree  on any  such  vote,  then Dr.
     Tancredi


                                       8
<PAGE>

     has the right to direct the vote of 700,000 of such  shares and Dr.  Pearce
     has the  right to  direct  the vote of the  balance  of  1,300,000  of such
     shares),  (iii)  include  700,000  shares of Class A Common Stock which are
     owned by  Broward  Trading  Corporation  of which  Dr.  Pearce  is the sole
     shareholder,  and (iv)  include  subscription  rights to  purchase  290,476
     shares of Class A Common Stock. The calculation of Dr. Pearce's  beneficial
     ownership  percentage  does not take into  account the  exercise of options
     held by  third  parties,  including  options  held by  other  officers  and
     directors.

(3)  The shares are owned by Lauderdale Holdings, Inc., a Florida corporation of
     which Dr. Pearce is the sole shareholder.

(4)  Includes  (i) vested  options to purchase  up to 450,000  shares of Class A
     Common  Stock,  out of a total  option  grant of 450,000  shares,  and (ii)
     2,000,000  shares held by PearTan,  LLC, of which Dr. Tancredi is a member.
     Dr. Pearce and Dr.  Tancredi  share voting power on all of the shares owned
     by PearTan; provided, however that, if they are unable to agree on any such
     vote, then Dr. Tancredi has the right to direct the vote of 700,000 of such
     shares and Dr.  Pearce  has the right to direct the vote of the  balance of
     1,300,000 of such shares.  The  calculation  of Dr.  Tancredi's  beneficial
     ownership percentage does not take into account the exercise of options and
     warrants  held by third  parties,  including  options and warrants  held by
     other officers and directors.

(5)  These shares are held by the M. Lee Pearce 1998 Irrevocable  Trust of which
     Dr. Pearce is the 100% beneficial owner.


                                       9
<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  following  describes  certain  transactions  or  relationships  between the
Company and its officers,  directors and certain related parties in which any of
them  had or is to have a  direct  or  indirect  material  interest.  Except  as
otherwise  specifically set forth herein, for purposes of this section, the term
"Company" also includes each of the Company's subsidiaries.

Except as otherwise stated below, all transactions between and among the Company
and  its  subsidiaries   described   below,  its  executive   officers  and  the
subsidiaries  and each of their  respective  affiliates  have been  entered into
without the benefit of arm's  length  bargaining  and may involve  conflicts  of
interest.  The Company believes that transactions with affiliates have been made
on terms no less favorable to the Company than those available from unaffiliated
parties.  In addition,  the structure  and proposed  method of operations of the
Company  may create  certain  inherent  conflicts  between  the  Company and its
affiliates.

M. Lee Pearce, M.D.

Generally

M. Lee  Pearce  M.D.,  the  Company's  Chairman  of the Board  and its  majority
stockholder,  directly or indirectly,  owns a number of entities  (collectively,
the  "Majority  Shareholder")  with  which  the  Company,  and its  wholly-owned
subsidiaries,  does or has done  business.  In  particular,  Dr.  Pearce  is the
beneficial  owner of a substantial  majority of North Ridge Medical Plaza,  Ltd.
("NRMP"),  which  owns the  building  where the  Company  leases a suite for its
corporate  office.  The Company now leases  2,060 square feet of office space in
the NRMP pursuant to a lease  expiring in 2004.  The lease has a current  annual
rental rate of approximately $ 43,000, adjusted annually for inflation.

Real Estate Acquisition

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  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,  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  and  four  structures   that   collectively   consist  of
approximately 9,000 square feet. The structures are presently  unoccupied and in
need of repair.


                                       10
<PAGE>

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  Investment  Company Act of 1940
(the "'40 Act").

Funding Arrangement and Operating Loans

Since the fourth  quarter of 1999, the Company has funded its operations and its
investments  through  proceeds  from  affiliates  of Dr.  Pearce  pursuant  to a
commitment  dated  September 30, 1999 to provide or arrange for funding of up to
ten million  dollars (the "Funding  Commitment").  Through  April 19, 2001,  the
Company had  received an aggregate  of $8.475  million  pursuant to this Funding
Commitment.  On March 31, 2000, the Company and Dr. Pearce agreed that all funds
contributed   pursuant  to  the  Funding   Commitment  would  be  treated  as  a
subscription for additional  shares of the Company's Class A Common Stock at the
purchase  price of $5.25 per share.  Accordingly,  through  April 19,  2001,  an
aggregate  of  1,614,285  shares of Class A Common  Stock had been issued to Dr.
Pearce or his affiliates pursuant to such agreement.

During the fourth quarter of 2001, the Company  received a loan in the amount of
$375,000 from the Majority  Stockholder.  The loan was initially  evidenced by a
short-term promissory note due April 2, 2002 and bearing interest at the rate of
7% per annum. The maturity date on the note was subsequently extended to January
15, 2003,  and the interest rate was changed to the prime rate.  The proceeds of
the loan were used for working  capital  purposes.  Subsequent  to December  31,
2001, the Company received loans of $380,000 from the Majority Stockholder.  The
proceeds of the loans are being sued for working capital  purposes.  These loans
were  consolidated  on March 27, 2002,  and a  promissory  note in the amount of
$766,183.04  issued,  representing  the then  aggregate  amount of principal and
accrued  interest on the loans.  Such promissory note continues to bear interest
at the prime rate and provide for a maturity date of January 15, 2003. Principal
and  interest  on the loans are due and  payable in one lump sum on January  15,
2003. On April 8, 2002, the Company received an additional loan of $300,000 from
the Majority  Stockholder for working capital  purposes.  The loan is payable on
the same terms as the foregoing loans.  None of these notes were part of the $10
million Funding Commitment.



                                       11
<PAGE>

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

The following  documents are filed as a part of this report or are  incorporated
by reference to previous filings, if so indicated:

     (a)  Exhibits

          None


                                       12
<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.


                                        LEAP TECHNOLOGY, INC.

                                        By: /s/ Robert G. Tancredi, M.D.
                                            ----------------------------
                                        Chief Executive Officer
Dated: April 30, 2002