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

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**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, 2007

**o****TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF            1934**For the transition period from ___________________ to __________________

Commission file            number: 0-566**LE@P TECHNOLOGY, INC.**            (Name of small business issuer in its charter)
|                                                                                                                                                                                          |                                                        |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------|
| DELAWARE                                                                                                                                                                                      | 65-0769296                                                  |
| (State or other                        jurisdiction of                        Incorporation or organization)                                                                                  | (I.R.S. Employer                        Identification No.) |
|                                                                                                                                                                                          |                                                        |
| 5601                        N. DIXIE HIGHWAY                        SUITE 411                        FORT LAUDERDALE, FLORIDA                        (Address of principal executive offices) | 33334                        (Zip Code)                     |
|                                                                                  |                                                        |
|---------------------------------------------------------------------------------------|-------------------------------------------------------------|
| 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 $.01 |

Check whether            the issuer is not required to file reports pursuant to Section 13 or 15(d) of the            Exchange Act. o

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. Yesx                 No o

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

Indicate by            checkmark whether the registrant is a shell company as defined in Rule 12b-2 of the            Exchange            Act. o

The            issuer’s revenues for its fiscal year ended December 31, 2007 were $0.

The aggregate            market value of the common equity held by non-affiliates as of March 12, 2008 was            approximately $274,741 based on the $0.11 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 12, 2008 was            65,195,909. The number of shares of Class B Common Stock of the issuer outstanding as            of March 12, 2008 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            o      No            x

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**FORM 10-KSB            INDEX**

|                            |                                                                                                                                                             |     |
|---------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|
|                            |                                                                                                                                                             | **PAGE** |
| **GENERAL**                     |                                                                                                                                                             |     |
|                            |                                                                                                                                                             |     |
| PART                        I   |                                                                                                                                                             |     |
|                            |                                                                                                                                                             |     |
| ITEM                        1.  | DESCRIPTION                        OF BUSINESS                                                                                                                   | 4        |
|                            |                                                                                                                                                             |     |
| ITEM                        2.  | DESCRIPTION                        OF PROPERTY                                                                                                                   | 5        |
|                            |                                                                                                                                                             |     |
| ITEM                        3.  | LEGAL                        PROCEEDINGS                                                                                                                         | 5        |
|                            |                                                                                                                                                             |     |
| ITEM                        4.  | SUBMISSION                        OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                                       | 5        |
|                            |                                                                                                                                                             |     |
| PART                        II  |                                                                                                                                                             |     |
|                            |                                                                                                                                                             |     |
| ITEM                        5.  | MARKET                        FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS, AND SMALL BUSINESS                        ISSUER PURCHASES OF EQUITY SECURITIES | 5        |
|                            |                                                                                                                                                             |     |
| ITEM                        6.  | MANAGEMENT’S                        PLAN OF OPERATION                                                                                                      | 7        |
|                            |                                                                                                                                                             |     |
| ITEM                        7.  | FINANCIAL                        STATEMENTS AND SUPPLEMENTARY DATA                                                                                               | 8        |
|                            |                                                                                                                                                             |     |
| ITEM                        8.  | CHANGES                        IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL                        DISCLOSURE                               | 9        |
|                            |                                                                                                                                                             |     |
| ITEM                        8A. | CONTROLS                        AND PROCEDURES                                                                                                                   | 9        |
|                            |                                                                                                                                                             |     |
| PART                        III |                                                                                                                                                             |     |
|                            |                                                                                                                                                             |     |
| ITEM                        9.  | DIRECTORS,                        EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION                        16 (a) OF THE EXCHANGE ACT   | 9        |
|                            |                                                                                                                                                             |     |
| ITEM                        10. | EXECUTIVE                        COMPENSATION                                                                                                                    | 9        |
|                            |                                                                                                                                                             |     |
| ITEM                        11. | SECURITY                        OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED                        STOCKHOLDER MATTERS                     | 9        |
|                            |                                                                                                                                                             |     |
| ITEM                        12. | CERTAIN                        RELATIONSHIPS AND RELATED TRANSACTIONS                                                                                            | 9        |
|                            |                                                                                                                                                             |     |
| ITEM                        13. | EXHIBITS,                        FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON                        FORM 8-K                                                   | 10       |
|                            |                                                                                                                                                             |     |
| ITEM                        14. | PRINCIPAL                        ACCOUNTANT FEES AND SERVICES                                                                                                    | 14       |
|                            |                                                                                                                                                             |     |
| SIGNATURES                      |                                                                                                                                                             |     |

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**FORWARD-LOOKING            STATEMENTS**

Certain            statements in this Annual Report on Form 10-KSB, other than purely historical            information, including estimates, projections, statements relating to our business            plans, objectives and expected operating results, and the assumptions upon which those            statements are based, are “forward-looking statements” within the meaning            of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities            Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These            forward-looking statements generally are identified by the words            “believes,” “project,” “expects,”            “anticipates,” “estimates,” “intends,”            “strategy,” “plan,” “may,” “will,”            “would,” “will be,” “will continue,” “will            likely result,” and similar expressions. Forward-looking statements are based on            current expectations and assumptions that are subject to risks and uncertainties which            may cause the actual results of Le@P Technology, Inc. (the “Company” or            “Le@P”) to differ materially from these forward-looking statements.            Factors, risks and uncertainties that could cause actual results to differ materially            from those in the forward-looking statements (the “Cautionary Factors”),            are listed below. This is not an exhaustive list of all Cautionary Factors.

|   |                                                                                                                                                               |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *      | The ability to raise                        capital (whether as debt or equity),                                                                                   |
|   |                                                                                                                                                               |
| *      | The ability to                        execute its business strategy in a very competitive environment,                                                             |
|   |                                                                                                                                                               |
| *      | The degree of                        financial leverage the Company may obtain and sustain,                                                                        |
|   |                                                                                                                                                               |
| *      | The Company’s                        ability to control future operating and other expenses,                                                                 |
|   |                                                                                                                                                               |
| *      | Risks associated                        with the capital markets and investment climate,                                                                           |
|   |                                                                                                                                                               |
| *      | Risks associated                        with selecting acquisitions including deal selection, due diligence,                        pricing and terms,             |
|   |                                                                                                                                                               |
| *      | Risks associated                        with the integration of businesses the Company may acquire,                                                                |
|   |                                                                                                                                                               |
| *      | Risks associated                        with the Company being considered an investment company under the                        Investment Company Act of 1940,   |
|   |                                                                                                                                                               |
| *      | Contingent                        liabilities, and                                                                                                                 |
|   |                                                                                                                                                               |
| *      | Other risks                        referenced from time to time in the Company’s filings with the                        Securities and Exchange Commission. |

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 these Cautionary            Factors. 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.

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**PART            I**

|                               |                                               |
|------------------------------------|----------------------------------------------------|
| **ITEM                        1.** | **DESCRIPTION OF                        BUSINESS** |

**Business**

On November 1,            2006, the Company appointed Dr. Donald J. Ciappenelli as the Chief Executive Officer of            the Company and Chairman of its Board of Directors. In the latter part of 2006 and            continuing through 2007, the Company has vigorously pursued its strategy of acquiring            and commercializing synergistic technologies to develop advanced products, and decided            to opened an office in Wellesley Hills, Massachusetts to maximize the Company’s            opportunities to find and develop new technologies and start-up companies that fit its            business model for rapid growth in important markets. In addition, on March 5, 2007 the            Company hired Dr. Howard Benjamin as Vice-President of Research and            Development.

As of December            31, 2007, the Company had cash of approximately $1.8 million, primarily constituting            remaining proceeds from the Company’s sale of its Healthology stock in January            2005 (generating cash proceeds of approximately $3.3 million), and subsequent sale of its stock in iVillage (resulting in cash proceeds of            approximately $147,000). The Company’s other significant asset is its ownership            of certain land in Broward County, Florida (the “Real Property”). The Real            Property is zoned light industrial and consists of approximately one and one-third            acres. The Company entered into a three year lease of the property and receives rent            from an unrelated party effective October 1, 2007.

**Competition**

Le@P operates in            a highly competitive, rapidly evolving business environment for the identification of            prospects for future acquisition or investment. Competitors include a wide variety of            companies, investment funds and other organizations, many with greater financial and            technical resources than Le@P. Competitors for acquisitions or investments include            public and private venture capital firms and private equity funds, mutual funds and            private individuals.

**Investment            Company Act Considerations**

The Company            currently relies upon an exclusion from registration under the ’40 Act requiring            that no more than 40% of the value of the Company’s total assets (exclusive of            government securities and cash items) may consist of, and no more than 40% of its net            income after taxes may be derived from, investments in securities (other than, among            other things, government securities or securities of wholly-owned and majority-owned            subsidiaries and certain companies controlled primarily by the Company). Since the            Company’s business objectives and plan do not include registration and regulation            as an investment company under the ’40 Act, the Company’s failure to            qualify for this exemption could materially adversely affect the Company.

The Company            measures its relative asset holdings as of the end of each fiscal quarter to determine            that it continues to qualify for exclusion from 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 under the            ’40 Act.

The            Company’s continuing efforts to qualify for this exclusion from registration and            regulation may cause it to take significant business decisions that adversely affect            its performance, in order to avoid the greater burdens of complying with the ’40            Act requirements. For example, these considerations could require the Company to            acquire or dispose of assets (at inopportune times and values), or refrain from            favorable acquisition or investment opportunities. The Company experienced some of            these adverse effects in its acquisition of the Real Property.

**History of            Le@P Technology, Inc.**

The Company was            organized in March 1997 under the laws of the State of Delaware under the name            “Seal Holdings Corporation”. In June 1997, the Company effected a            reincorporation merger pursuant to which Seal Fleet, Inc., a Nevada corporation and the            predecessor to the Company (“Seal Fleet”), was merged into the Company.            Seal Fleet was originally incorporated in November 1969 under the name “First            National Corporation”. On April 2, 1999 the

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Company changed            its name to “OH, Inc.” and on July 5, 2000, again changed its name to            “Le@P Technology, Inc.” When used in this report, the terms            “Le@P” and the “Company” refer to Le@P Technology, Inc, its            predecessors described above and their respective subsidiaries.

**Employees**

Le@P currently            has two full-time and one part-time employees.

|                               |                                               |
|------------------------------------|----------------------------------------------------|
| **ITEM                        2.** | **DESCRIPTION OF                        PROPERTY** |

Le@P was leasing            its corporate office located in Ft. Lauderdale, Florida from an affiliate of its            majority stockholder, M. Lee Pearce, M.D. (together with his affiliates, the            “Majority Stockholder”) on a month to month basis for approximately $4,100            per month. On March 16, 2007 the Majority Stockholder and his affiliates sold the            office building to an unrelated party. Effective April 1, 2007, the Company entered            into a new lease for the same corporate office with the unrelated party. The lease            provides for (i) a term of one year, (ii) two one-year extension options, and (iii)            monthly rental payments remaining at approximately $4,100.

On February 1,            2007 the Company opened an office in Wellesley Hills, Massachusetts. The Company is            leasing the space on a month-to-month basis with monthly rental payments of            approximately $3,200 per month.

**Investment in            Real Property**

The Company owns            real property in Broward County, Florida that was purchased from Bay Colony Associates,            Ltd. (“Bay Colony”), an entity wholly-owned by the Majority Shareholder in            exchange for a mortgage and note payable in the amount of $562,500. The purchase price            was based upon an independent third-party appraisal. The long-term note and mortgage on            the real property was replaced with a new long term-note with principal of the same            amount on March 17, 2006. The note bears interest at the rate of 7% per annum. Both            principal and interest is due on the extended maturity date of January 8,            2010.

The Real            Property is zoned light industrial and consisted of approximately one and one-third            acres. The Company leases the property to unrelated parties and recognized            approximately $5,250 and $18,000 in rental income under the leases for the years 2007            and 2006, respectively.

|                               |                                         |
|------------------------------------|----------------------------------------------|
| **ITEM                        3.** | **LEGAL                        PROCEEDINGS** |

From time to            time, the Company is party to business disputes arising in the normal course of its            business operations. The Company’s management believes that none of these            actions, standing alone, or in the aggregate, is currently material to the            Company’s operations or financial condition.

As of December            31, 2007, the Company is not involved in any material claims or lawsuits.

|                               |                                                                           |
|------------------------------------|--------------------------------------------------------------------------------|
| **ITEM                        4.** | **SUBMISSION OF                        MATTERS TO A VOTE OF SECURITY HOLDERS** |

No matter was submitted to a            vote of security holders during the year ended December 31, 2007.

**PART            II**

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

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, 2006 and 2007, as reported on            the OTCBB

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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** |   |
|                                         |   |     |        |    |        |   |
| 2006                                    |   |     |   |    |   |   |   |
| First                        Quarter    |   | $        | .10    |    | $      | .073   |   |
| Second                        Quarter   |   |     | .10    |    |   | .033   |   |
| Third                        Quarter    |   |     | .15    |    |   | .04    |   |
| Fourth                        Quarter   |   |     | .47    |    |   | .04    |   |
|                                    |   |     |   |    |   |   |   |
| 2007                                    |   |     |   |    |   |   |   |
| First                        Quarter    |   | $        | 1.10   |    | $      | .03    |   |
| Second                        Quarter   |   |     | .92    |    |   | .51    |   |
| Third                        Quarter    |   |     | .80    |    |   | .25    |   |
| Fourth                        Quarter   |   |     | .55    |    |   | .25    |   |

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 Company has            692 Class A Common stockholders of record as of March 13, 2008.

**Dividends**

The Company has            not paid dividends on our common stock in fiscal 2007 or fiscal 2006. The payment of            cash dividends will depend upon our earnings, financial requirements and other relevant            factors. Payments of dividends on the Company’s Class A Common Stock may only be            paid after the payment of current and accumulated dividends on the Company’s            Series B Preferred Stock. As of December 31, 2007, dividends of $1,802,500 were            accumulated on the Series B Preferred Stock. Management does not presently intend to            pay cash dividends.

**Equity            Compensation Plan Information**

The following            table sets forth summary information regarding options granted and outstanding under equity compensation plans approved and not approved by the            Company’s stockholders. As of December 31, 2007, options to purchase 2,130,480 shares of Class A Common Stockwere exercisable.

|                                                                                  |   |                                                                                                                                                                 |          |                                                                                                   |   |                                                                                    |   |   |          |   |
|---------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------|--------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------|--------|--------|---------------|--------|
| **Plan                        Category**                                              |   | **Number of securities                        to                        be issued upon exercise                        of outstanding options, warrants and rights** |          | **Weighted average                        exercise price of outstanding options, warrants and rights** |   | **Number of securities                        remaining available for future issuance** |   |
|                                                                                       |   |                                                                                                                                                                      |          |                                                                                                        |   |                                                                                         |   |
| **Equity                        compensation plans approved by security holders**     |   |                                                                                                                                                                 | **3,511,088** |                                                                                                   |   | **$0.26**                                                                               |   |   | **7,088,912** |   |
| **Equity                        compensation plans not approved by security holders** |   |                                                                                                                                                                 | **—**   |                                                                                                   |   | **—**                                                                             |   |   | **—**   |   |
|                                                                                  |   |                                                                                                                                                                      |               |                                                                                                   |        |                                                                                         |   |        |               |   |
| **TOTAL**                                                                             |   |                                                                                                                                                                 | **3,511,088** |                                                                                                   |   | **$0.26**                                                                               |   |   | **7,088,912** |   |

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|                               |                                                            |
|------------------------------------|-----------------------------------------------------------------|
| **ITEM                        6.** | **MANAGEMENT’S                        PLAN OF OPERATION** |

**Business            Strategy**

On November 1,            2006, the Company appointed Dr. Donald J. Ciappenelli as the Chief Executive Officer of            the Company and Chairman of its Board of Directors. In the latter part of 2006 and            throughout 2007, the Company has vigorously pursued its strategy of acquiring and            commercializing synergistic technologies to develop advanced products, and decided to            open an office in Massachusetts to maximize the Company’s opportunities to find            and develop new technologies and start-up companies that fit its business model for            rapid growth in important markets. In addition, on March 5, 2007 the Company hired Dr.            Howard Benjamin as Vice-President of Research and Development.

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

**Company            Liquidity and Cash Requirements**

The Company has            funded its operations and its investments through proceeds from affiliates of the Majority Stockholder            pursuant to a commitment dated September 30, 1999 to provide or arrange for            funding of up to ten million dollars (the “Funding Arrangement”) and            certain working capital loans. Through March 15, 2006, the Company had received an            aggregate of $8.475 million pursuant to this Funding Arrangement. Accordingly, through            March 15, 2006, an aggregate of 1,614,285 shares of Class A Common Stock had been            issued to the Majority Stockholder or his affiliates pursuant to such agreement.

As of March 15,            2006, there was $3,141,471 of principal and accrued interest due on the working capital            loans. These loans were separate from the $10 million Funding Arrangement.

On March 15,            2006, the Company entered into an Exchange and Termination Agreement (“Exchange            Agreement”), with the M. Lee Pearce 2005 Irrevocable Trust (“2005            Trust”), of which the Majority Stockholder is the sole beneficiary, whereby all            principal and accrued interest due on the loans through the closing date of May 12,            2006 was converted into 31,414,706 shares of the Company’s Class A Common Stock            (the “Shares”), at an effective conversion price of $0.10 per share. In            consideration, the Company agreed to terminate the Funding Arrangement. One of the            conditions to the Exchange Agreement was that the Company reduces the par value of its            Class A Common Stock from $0.20 per share to $0.01 per share. The stockholders approved            the reduction in the par value of its Common Stock at the Annual Meeting held on May            12, 2006.

On January 10,            2005, the Company received cash proceeds in excess of $3.3 million from the disposition            of its investment in Healthology. The Company anticipates that the $3.3 million in            proceeds from the Healthology disposition (and an additional $147,000 generated by the subsequent sale of aninvestment in iVillage) will be sufficient to cover operating            expenses through 2008. The Company may seek to raise additional capital in order to            make additional investments or acquisitions beyond those that can be funded from the            foregoing resources or to engage in any other business activity.

Because the            Company does not have any active business operations to generate cash flow funding for            operations once the funds received from the disposition of Healthology are exhausted,            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 describes the Company’s material changes in financial condition as of            December 31, 2007 compared with December 31, 2006 and its material changes in results            of operations when comparing the year ended December 31, 2007 to the year ended            December 31, 2006. All amounts in the discussion below are approximate.

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Financial            Condition at December 31, 2007 Compared to December 31, 2006

The            Company’s total assets decreased to $2.3 million as of December 31, 2007 compared            to $3.5 million as of December 31, 2006. The decrease is primarily due to the            Company’s operating expenses of approximately $1.6 million during 2007 (including            approximately $360,000 of share based (non cash) compensation expense).

The            Company’s total liabilities decreased to approximately $753,000 as of December            31, 2007 compared to $783,000 as of December 31, 2006. This decrease in liabilities            primarily reflects the approximately $100,000 reduction in accrued professional fees            for the recruitment of the C.E.O. in 2006, offset by an increase in accrued            compensation of approximately $43,000 and an increase of approximately $39,000 in long            term accrued interest payable.

Results of            Operations for the Year Ended December 31, 2007 (“fiscal 2007”) Compared to            the Year Ended December 31, 2006 (“fiscal 2006”)

The            Company’s operating expenses for fiscal 2007 were $1,646,416 compared to $649,654            for fiscal 2006, an increase of approximately $997,000 or 153%. The increase primarily            reflects increases in salaries and benefits, (non-cash) share-based compensation            expense and professional fees incurred in connection with the search and retention of            the Company’s C.E.O. and Vice-President.

The            Company’s net loss for fiscal 2007 was $1,510,991 compared to a net loss of            $531,734 for fiscal 2006. The Company’s net loss for fiscal 2007 primarily            reflects operating expenses of $1,646,416 (including approximately $360,000 in non-cash stock based            compensation expense),            interest expense of $39,375 offset by            interest income of $107,055, and gain on sale of property and equipment of $25,000 and            other income of $37,495. The Company’s net loss in fiscal 2006 primarily reflects            operating expenses of $649,654, interest expense of $100,207 offset by interest income            of $152,423, and gain on sale of the investment in iVillage, Inc. of            $47,704.

**Critical            Accounting Estimates**

The application            of GAAP involves the exercise of varying degrees of judgment. 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 Financial Accounting Standards Board (“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.

**Off-Balance            Sheet Arrangements**

As of December            31, 2007, 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.

|                               |                                                                   |
|------------------------------------|------------------------------------------------------------------------|
| **ITEM                        7.** | **FINANCIAL STATEMENTS                        AND SUPPLEMENTARY DATA** |

The accompanying            consolidated financial statements of the Company and report of independent registered            public accounting firm required by this item are filed herewith as Exhibit F and are            incorporated herein by this reference.

8

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|                               |                                                                                                                                   |
|------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------|
| **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.

(a)            ***Evaluation of Disclosure Controls and Procedures***

          As            of the end of the period covered by this Annual Report, we conducted an evaluation,            under the supervision and with the participation of our Audit Committee Chairman and            the Acting Principal Financial Officer of our disclosure controls and procedures. Based            upon this evaluation, our Audit Committee Chairman and the Acting Principal Financial            Officer concluded that our disclosure controls and procedures are effective to ensure            that information required to be disclosed by us in the reports that we file or submit            under the Exchange Act is recorded, processed, summarized and reported, within the time            periods specified in the Commission’s rules and forms.

(b)            ***Changes in Internal Controls***

          There            was no change in our internal controls or in other factors that could affect these            controls during our last fiscal quarter that has materially affected, or is reasonably            likely to materially affect, our internal control over financial reporting.

**PART            III**

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

Given that the            Company is not presently engaged in active operations and has only recently engaged two            full time executive officers, the Company has not yet adopted a Code of Ethics            applicable to its officers, including its principal executive officer, principal            financial officer, principal accounting officer or controller and any other persons            performing similar functions. Except as provided above, the items required by            Part III, Item 9 are incorporated herein by reference from the            Company’s Proxy Statement for its 2008 Annual Meeting of Shareholders.

|                                |                                              |
|-------------------------------------|---------------------------------------------------|
| **ITEM                        10.** | **EXECUTIVE                        COMPENSATION** |

The items            required by Part III, Item 10 are incorporated herein by reference from the            Company’s Proxy Statement for its 2008 Annual Meeting of Shareholders.

|                                |                                                                                                                                             |
|-------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------|
| **ITEM                        11.** | **SECURITY                        OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED                        STOCKHOLDER MATTERS** |

The items            required by Part III, Item 11 are incorporated herein by reference from the            Company’s Proxy Statement for its 2008 Annual Meeting of Shareholders.

|                                |                                                                      |
|-------------------------------------|---------------------------------------------------------------------------|
| **ITEM                        12.** | **CERTAIN                        RELATIONSHIPS AND RELATED TRANSACTIONS** |

The items            required by Part III, Item 12 are incorporated herein by reference from the            Company’s Proxy Statement for its 2008 Annual Meeting of Shareholders.

9

----

|                                |                                                                                         |
|-------------------------------------|----------------------------------------------------------------------------------------------|
| **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 thereto. |
|   |                                                                                                                                                                                                                                     |
| (a)(3) | Exhibits                                                                                                                                                                                                                                 |

10

----

|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **EXHIBIT** |   | **DESCRIPTION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.1.1       |   | Certificate of                        Incorporation of Le@P Technology, Inc., filed March 20, 1997 with the                        Delaware Secretary of State (incorporated by reference to Appendix B to the                        Company’s Definitive Proxy Statement for the Annual Meeting of                        Stockholders, as filed with the Securities Exchange Commission (the                        “SEC”) April 11, 1997).                                                                               |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.1.2       |   | Certificate of                        Ownership and Merger of Seal Holdings Corporation filed with the Delaware                        Secretary of State on June 13, 1997(incorporated by reference to Exhibit                        3.1.2 to the Company’s Annual Report on Form 10-KSB for the year                        ended December 31, 2005, as filed with the SEC on March 27,                        2006).                                                                                                                 |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.1.3       |   | Certificate of                        Preferred Stock Designation of Le@P Technology, Inc. filed with the                        Delaware Secretary of State on March 23, 1999 (incorporated by reference to                        Exhibit 3.3 to the Company’s Current Report on Form 8-K, as filed                        with the SEC on April 19, 1999).                                                                                                                                                                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.1.4       |   | Certificate of                        Amendment to Certificate of Incorporation of Le@P Technology, Inc. filed                        June 21, 1999 with the Delaware Secretary of State (incorporated by                        reference to Exhibit 3.1.3 to the Company’s Annual Report on Form                        10-KSB for the year ended December 31, 1999, as filed with the SEC on March                        30, 2000).                                                                                                  |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.1.5       |   | Certificate of                        Designation, Preferences, Rights and Limitations of 10% Cumulative                        Non-Voting Series B Preferred Stock of Le@P Technology, Inc. filed with the                        Delaware Secretary of State on November 15, 1999 (incorporated by reference                        to Exhibit 4 to the Company’s Quarterly Report on Form 10-QSB for the                        quarter ended September 30, 1999, as filed with the SEC on November 15,                        1999). |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.1.6       |   | Certificate of                        Amendment to Certificate of Incorporation of Le@P Technology, Inc. filed                        July 5, 2000 with the Delaware Secretary of State (incorporated by                        reference to Exhibit 3 to the Company’s Quarterly Report on Form                        10-QSB for the quarter ended June 30, 2000, as filed with the SEC on August                        14, 2000).                                                                                                    |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.2         |   | Bylaws of Le@P                        Technology, Inc.(incorporated by reference to Appendix C to the                        Company’s Proxy Statement for the Annual Meeting of Shareholders of                        Le@P Fleet, Inc. held May 14, 1997, as filed with the SEC on April 11,                        1997).                                                                                                                                                                                                             |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.1        |   | Funding Arrangement                        by M. Lee Pearce, M.D. (incorporated by reference to Exhibit 99.1 to the                        Company’s Current Report on Form 8-K, as filed with the SEC on                        October 15, 1999).                                                                                                                                                                                                                                                                                      |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2        |   | Subscription                        Agreement dated March 30, 2000 with M. Lee Pearce, M.D. (incorporated by                        reference to Exhibit 10.2 in the Company’s Annual Report on From                        10-KSB for the fiscal year ended December 31, 2000, as filed with the SEC                        on March 30, 2001).                                                                                                                                                                                         |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.3        |   | 1999 Long Term                        Incentive Plan (incorporated by reference to Exhibit B to the                        Company’s Definitive Proxy Statement for its Annual Meeting of                        Stockholders as filed with the SEC on June 4, 1999).                                                                                                                                                                                                                                                                    |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.4        |   | 1998 Incentive                        Option Plan (incorporated by reference to Exhibit A to the Company’s                        Definitive Proxy Statement for its Annual Meeting of Stockholders as filed                        with the SEC on June 8, 1998).                                                                                                                                                                                                                                                                       |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.5        |   | 1997 Incentive                        Option Plan (incorporated by reference to Appendix A to the Company’s                        Definitive Proxy Statement for its Annual Meeting of Shareholders as filed                        with the SEC on April 11, 1997).                                                                                                                                                                                                                                                                    |

11

----

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.6   |   | Amended 1996                        Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the                        Company’s Form 10-Q for the quarter ended March 31, 1997 as filed                        with the SEC on May 15, 1997).                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.7   |   | Promissory Note                        dated September 28, 2001, in the principal amount of $712,500, executed by                        Parkson Property LLC (incorporated by reference to Exhibit 10.3 to the                        Company’s Current Report on Form 8-K as filed with the SEC on October                        18, 2001).                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.8   |   | Promissory Note                        dated November 5, 2002, in the principal amount of $1,755,710, issued to                        the M. Lee Pearce 1998 Irrevocable Trust, replacing certain promissory                        notes issued in 2001 and 2002 (incorporated by reference to Exhibit 10.1 to                        the Company’s Quarterly Report on Form 10-QSB for the quarter ended                        September 30, 2002, as filed with the SEC on November 14, 2002). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.9   |   | Promissory Note                        dated January 30, 2003, in the principal amount of $65,000 issued to the M.                        Lee Pearce 1998 Irrevocable Trust (incorporated by reference to Exhibit                        10.18 in the Company’s Annual Report on Form 10-KSB for the fiscal                        year ended December 31, 2002 as filed with the SEC on March 31,                        2003).                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.10  |   | Promissory Note                        dated March 14, 2003, in the principal amount of $75,000 issued to the M.                        Lee Pearce 1998 Irrevocable Trust (incorporated by reference to Exhibit                        10.19 in the Company’s Annual Report on Form 10-KSB for the fiscal                        year ended December 31, 2002, as filed with the SEC on March 31,                        2003).                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.11  |   | Promissory Note                        dated April 23, 2003, in the principal amount of $55,000 issued to the M.                        Lee Pearce 1998 Irrevocable Trust (incorporated by reference to Exhibit                        10.1 in the Company’s Quarterly Report on Form 10-QSB for the quarter                        ended March 31, 2003, as filed with the SEC on May 15, 2003).                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.12  |   | Written Consent to                        Action dated May 6, 2003 extending the due date of a note to January 15,                        2005 (incorporated by reference to Exhibit 10.2 in the Company’s                        Quarterly Report on Form 10-QSB for the quarter ended March 31, 2003, as                        filed with the SEC on May 15, 2003).                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.13  |   | Promissory Note                        dated June 30, 2003, in the principal amount of $71,000 issued to the M.                        Lee Pearce 1998 Irrevocable Trust (incorporated by reference to Exhibit                        10.1 in the Company’s Quarterly Report on Form 10-Q for the quarter                        ended June 30, 2003 as filed with the SEC on August 8, 2003).                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.14  |   | Promissory Note                        dated July 24, 2003, in the principal amount of $80,000 issued to the M.                        Lee Pearce 1998 Irrevocable Trust (incorporated by reference to Exhibit                        10.2 in the Company’s Quarterly Report on Form 10-Q for the quarter                        ended June 30, 2003 as filed with the SEC on August 8, 2003).                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.15  |   | Promissory Note                        dated November 3, 2003, in the principal amount of $37,000 issued to M. Lee                        Pearce, M.D. (incorporated by reference to Exhibit 10.22 in the                        Company’s Annual Report on Form 10-KSB for the fiscal year ended                        December 31, 2003, as filed with the SEC on March 22, 2004).                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.16  |   | Promissory Note                        dated December 8, 2003, in the principal amount of $30,000 issued to M. Lee                        Pearce, M.D. (incorporated by reference to Exhibit 10.23 in the                        Company’s Annual Report on Form 10-KSB for the fiscal year ended                        December 31, 2003, as filed with the SEC on March 22, 2004).                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.17  |   | Promissory Note                        dated December 29, 2003, in the principal amount of $25,000 issued to M.                        Lee Pearce, M.D. (incorporated by reference to Exhibit 10.24 in the                        Company’s Annual Report on Form 10-KSB for the fiscal year ended                        December 31, 2003, as filed with the SEC on March 22, 2004).                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.18  |   | Promissory Note                        dated March 11, 2004, in the principal amount of $2,295,464 issued to the                        M. Lee Pearce 1998 Irrevocable Trust (incorporated by reference to Exhibit                        10.25 in the Company’s Annual                                                                                                                                                                                                                             |

12

----

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | Report on Form                        10-KSB for the fiscal year ended December 31, 2003 as filed with the SEC on                        March 22, 2004).                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.19  |   | Promissory Note                        dated March 11, 2004, in the principal amount of $93,022 issued to M. Lee                        Pearce, M.D.(incorporated by reference to Exhibit 10.26 in the                        Company’s Annual Report on Form 10-KSB for the fiscal year ended                        December 31, 2003 as filed with the SEC on March 22, 2004).                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.20  |   | Promissory Note                        dated March 12, 2004, in the principal amount of $38,000 issued to M. Lee                        Pearce M.D. (incorporated by reference to Exhibit 10.27 in the                        Company’s Annual Report on Form 10-KSB for the fiscal year ended                        December 31, 2003 as filed with the SEC on March 22, 2004).                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.21  |   | Promissory Note                        dated April 14, 2004, in the principal amount of $126,000 issued to M. Lee                        Pearce, M.D.(incorporated by reference to Exhibit 10.28 in the                        Company’s Quarterly Report on Form 10-QSB for the quarter ended March                        31, 2004, as filed with the SEC on May 12, 2004).                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.22  |   | Promissory Note                        dated July 6, 2004, in the principal amount of $23,000 issued to M. Lee                        Pearce, M.D. (incorporated by reference to Exhibit 10.1 in the                        Company’s Quarterly Report on Form 10-QSB for the quarter ended June                        30, 2004, as filed with the SEC on August 13, 2004).                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.23  |   | Promissory Note                        dated August 6, 2004, in the principal amount of $35,000 issued to M. Lee                        Pearce, M.D. (incorporated by reference to Exhibit 10.1 in the                        Company’s Quarterly Report on Form 10-QSB for the quarter ended                        September 30, 2004, as filed with the SEC on November 15, 2004).                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.24  |   | Promissory Note                        dated October 11, 2004, in the principal amount of $140,000 issued to M.                        Lee Pearce, M.D. (incorporated by reference to Exhibit 10.2 in the                        Company’s Quarterly Report on Form 10-QSB for the quarter ended                        September 30, 2004, as filed with the SEC on November 15, 2004).                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.25  |   | Promissory Note                        dated November 18, 2004, in the principal amount of $29,000 issued to M.                        Lee Pearce, M.D. (incorporated by reference to Exhibit 10.32 in the                        Company’s Annual Report on Form 10-KSB for the fiscal year ended                        December 31, 2004, as filed with the SEC on March 30, 2005).                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.26  |   | Promissory Note                        dated December 2, 2004, in the principal amount of $35,000 issued to M. Lee                        Pearce, M.D. (incorporated by reference to Exhibit 10.33 in the                        Company’s Annual Report on Form 10-KSB for the fiscal year ended                        December 31, 2004, as filed with the SEC on March 30, 2005).                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.27  |   | Stock Exchange and                        Merger Agreement dated as of January 7, 2005 among Healthology, Inc.,                        iVillage, Inc., Virtue Acquisition Corporation and certain stockholders of                        Healthology, Inc., including the Company (incorporated by reference to                        Exhibit 10.34 in the Company’s Annual Report on Form 10-KSB for the                        fiscal year ended December 31, 2004, as filed with the SEC on March 30,                        2005). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.28  |   | Stock Purchase                        Agreement dated as of January 7, 2005 between the Company and Steven                        Haimowitz (incorporated by reference to Exhibit 10.35 in the                        Company’s Annual Report on Form 10-KSB for the fiscal year ended                        December 31, 2004, as filed with the SEC on March 30, 2005).                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.29  |   | Exchange and                        Termination Agreement dated March 17, 2006, effective as of March 15, 2006,                        between Le@P Technology, Inc. and the M. Lee Pearce 2005 Irrevocable Trust                        (incorporated by reference to Exhibit 10.1 in the Company’s Current                        Report on Form 8-K as filed with the SEC on March 21, 2006).                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.30  |   | Fairness Opinion                        dated March 15, 2006 issued by Stenton Leigh Valuation Group, Inc. on March                        16, 2006 (incorporated by reference to Exhibit 10.2 in the Company’s                        Current Report on Form 8-K as filed with the SEC on March 21,                        2006).                                                                                                                                                                                                      |

13

----

|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.31  |   | Promissory Note                        dated March 17, 2006 in the principal amount of $562,500 executed by                        Parkson Property, LLC in favor of Bay Colony Associates, Ltd. (incorporated                        by reference to Exhibit 10.3 in the Company’s Current Report on Form                        8-K as filed with the SEC on March 21, 2006).         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.32  |   | Employment                        Agreement, dated as of November 1, 2006 by and between Le@P Technology,                        Inc. and Dr. Donald J. Ciappenelli (incorporated by reference to Exhibit                        10.1 in the Company’s Current Report on Form 8-K as filed with the                        SEC on November 3, 2006)                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.33  |   | Employment                        Agreement, dated as of March 5, 2007 by and between Le@P Technology, Inc.                        and Dr. Howard Benjamin. (incorporated by reference to Exhibit 10.33 in the                        Company’s Form 10 KSB as filed with the SEC on March 30,                        2007)                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.34  |   | Renewal Promissory                        Note dated as of October 24,2007 in the principal amount of $562,500                        executed by Parkson, LLC in favor of Bay Colony Associates, Ltd.                        (incorporated by reference to Exhibit 10.1 in the Company’s Current                        Report on Form 8-K as filed with the SEC on October 25, 2007). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| *      |   | Filed                        herewith,                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 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.*                                                                                                                                                                                                                                              |

|   |   |                                       |
|--------|--------|--------------------------------------------|
|   | (b)    | Reports on Form                        8-K |

Report of Form 8-K filed on April            5, 2007, relating to an event dated April 3, 2007. Pursuant to Item 4.01 of            such Report, the Registrant reported a change in Registrant’s Certifying            Accountants.

Report of Form 8-K filed on October            25, 2007, relating to an event dated October 24, 2007. Pursuant to Item            1.01 of such Report, the Registrant reported an entry into a material definitive            agreement.

|                                |                                                              |
|-------------------------------------|-------------------------------------------------------------------|
| **ITEM                        14.** | **PRINCIPAL                        ACCOUNTANT FEES AND SERVICES** |

The items required by            Part III, Item 14 are incorporated herein by reference from the            Company’s Proxy Statement for its 2008 Annual Meeting of Shareholders.

14

----

**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/                                                       | Donald J.                        Ciappenelli |
|   |                                         |                                                      |                                              |
|   |                                         | Donald J.                        Ciappenelli,             |
|   |                                         | Chief Executive                        Officer            |
|   |                                         |                                                      |
|   | By:                                          | /s/                                                       | Mary E.                        Thomas        |
|   |                                         |                                                      |                                              |
|   |                                         | Mary E.                        Thomas,                    |
|   |                                         | Acting Principal                        Financial Officer |

Dated: March 18, 2008

          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.

|                                             |   |                                                                   |   |                                  |
|--------------------------------------------------|--------|------------------------------------------------------------------------|--------|---------------------------------------|
| **SIGNATURE**                                    |   | **TITLE**                                                              |   | **DATE**                              |
|                                             |   |                                                                   |   |                                  |
| /s/ Donald J.                        Ciappenelli |   | President, Chief                        Executive Officer and Director |   | March 18,                        2008 |
| Donald J.                        Ciappenelli     |   |                                                                   |   |                                  |
|                                             |   |                                                                   |   |                                  |
| /s/ Mary E.                        Thomas        |   | Acting Principal                        Financial Officer and Director |   | March 18,                        2008 |
| Mary E.                        Thomas            |   |                                                                   |   |                                  |
|                                             |   |                                                                   |   |                                  |
| /s/ Jerome Fields,                        M.D.   |   | Director                                                               |   | March 18,                        2008 |
| Jerome Fields,                        M.D.       |   |                                                                   |   |                                  |
|                                             |   |                                                                   |   |                                  |
| /s/ Timothy                        Lincoln       |   | Director                                                               |   | March 18,                        2008 |
| Timothy                        Lincoln           |   |                                                                   |   |                                  |

15

----

**“Exhibit            F”**

**INDEX TO            CONSOLIDATED FINANCIAL STATEMENTS**

|                                                                                                                                                                        |   |                            |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------|
| **Le@P Technology,                        Inc. and Subsidiaries**                                                                                                           |   | PAGE                            |
|                                                                                                                                                                        |   |                                 |
| Reports                        of Independent Registered Public Accounting Firm                                                                                             |   | F-2,                        F-3 |
| Consolidated                        Balance Sheets as of December 31, 2007 and 2006                                                                                         |   | F-4,                        F-5 |
| Consolidated                        Statements of Operations for the years ended December 31, 2007 and                        2006                                          |   | F-6                             |
| Consolidated                        Statements of Stockholders’ Equity and Comprehensive Income for the                        years ended December 31, 2007 and 2006 |   | F-7                             |
| Consolidated                        Statements of Cash Flows for the years ended December 31, 2007 and                        2006                                          |   | F-8                             |
| Notes to                        Consolidated Financial Statements                                                                                                           |   | F-9                             |

F-1

----

**REPORT OF            INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

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

We have audited            the accompanying consolidated balance sheet of Le@P Technology, Inc. and Subsidiaries            as of December 31, 2007, and the related consolidated statements of operations,            stockholders’ equity and comprehensive income, and cash flows for the year ended            December 31, 2007. Le@P Technology, Inc. and Subsidiaries’ management is            responsible for these consolidated financial statements. Our responsibility is to            express an opinion on these consolidated financial statements based on our            audit.

We conducted our            audit in accordance with the standards of the Public Company Accounting Oversight Board            (United States). Those standards require that we plan and perform the audit to obtain            reasonable assurance about whether the consolidated financial statements are free of            material misstatement. The company is not required to have, nor were we engaged to            perform, an audit of its internal control over financial reporting. Our audit included            consideration of internal control over financial reporting as a basis for designing            audit procedures that are appropriate in the circumstances, but not for the purpose of            expressing an opinion on the effectiveness of the company’s internal control over            financial reporting. Accordingly, we express no such opinion. An audit also includes            examining, on a test basis, evidence supporting the amounts and disclosures in the            consolidated financial statements, assessing the accounting principles used and            significant estimates made by management, as well as evaluating the overall financial            statement presentation. We believe that our audit provides a reasonable basis for our            opinion.

In our opinion,            the consolidated financial statements referred to above present fairly, in all material            respects, the financial position of Le@P Technology, Inc. and Subsidiaries as of            December 31, 2007, and the results of its operations and its cash flows for the year            ended December 31, 2007 in conformity with accounting principles generally accepted in            the United States of America.

/s/ Berenfeld, Spritzer,            Shechter & Sheer LLP

Fort Lauderdale,            Florida

March 17, 2008

F-2

----

**REPORT OF            INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

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

We have audited            the accompanying consolidated balance sheet of Le@P Technology, Inc. and Subsidiaries            as of December 31, 2006 and the related consolidated statements of operations,            stockholders’ equity, and cash flows for the year 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 audit.

We conducted our            audit in accordance with the standards of the Public Company Accounting Oversight Board            (United States). Those standards require that we plan and perform the audit 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 audit provides a reasonable basis for our opinion.

In our opinion,            the consolidated financial statements referred to above present fairly, in all material            respects, the financial position of Le@P Technology, Inc. and Subsidiaries as of            December 31, 2006, and the results of their operations and their cash flows for the            year then ended in conformity with accounting principles generally accepted in the            United States of America.

/s/ Berkowitz Dick Pollack &            Brant, LLP

Fort Lauderdale, Florida            March 18, 2007

F-3

----

Le@P Technology,            Inc. and Subsidiaries

Consolidated            Balance Sheets

|                                                             |   |                                    |      |     |   |      |   |
|------------------------------------------------------------------|--------|-----------------------------------------|-----------|----------|--------|-----------|--------|
|                                                             |   | **December                        31,** |      |
|                                                             |   | **2007**                                |      | **2006** |   |
|                                                             |   |                                         |      |          |   |
| **Assets**                                                       |   |                                    |      |     |   |      |   |
| Current                        assets:                           |   |                                    |      |     |   |      |   |
| Cash and cash                        equivalents                 |   | $                                       | 1,788,230 |     | $      | 3,001,314 |   |
| Accounts                        receivable                       |   |                                    | 6,839     |     |   | —   |   |
| Prepaid expenses and                        other current assets |   |                                    | 7,496     |     |   | 8,667     |   |
|                                                             |   |                                         |           |          |        |           |        |
| Total current                        assets                      |   |                                    | 1,802,565 |     |   | 3,009,981 |   |
|                                                             |   |                                    |      |     |   |      |   |
| Property and equipment,                        net               |   |                                    | 515,555   |     |   | 513,392   |   |
|                                                             |   |                                    |      |     |   |      |   |
| Other assets                                                     |   |                                    | 23,842    |     |   | 170       |   |
|                                                             |   |                                         |           |     |        |           |   |
| Total assets                                                     |   | $                                       | 2,341,962 |     | $      | 3,523,543 |   |
|                                                             |   |                                         |           |     |        |           |   |

*See notes to consolidated            financial statements.*

F-4

----

Le@P Technology,            Inc. and Subsidiaries

Consolidated            Balance Sheets

|                                                                                                                                                                                                                                                                                               |   |                                    |        |     |   |        |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------|-------------|----------|--------|-------------|--------|
|                                                                                                                                                                                                                                                                                               |   | **December                        31,** |        |
|                                                                                                                                                                                                                                                                                               |   | **2007**                                |        | **2006** |   |
|                                                                                                                                                                                                                                                                                               |   |                                         |        |          |   |
| **Liabilities and                        stockholders’ equity**                                                                                                                                                                                                                              |   |                                    |        |     |   |        |   |
| Current                        liabilities:                                                                                                                                                                                                                                                        |   |                                    |        |     |   |        |   |
| Accounts                        payable                                                                                                                                                                                                                                                            |   | $                                       | 11,919      |     | $      | 23,737      |   |
| Accrued professional                        fees                                                                                                                                                                                                                                                   |   |                                    | 50,176      |     |   | 150,800     |   |
| Accrued compensation                        and related liabilities                                                                                                                                                                                                                                |   |                                    | 57,873      |     |   | 15,184      |   |
|                                                                                                                                                                                                                                                                                               |   |                                         |             |     |        |             |        |
| Total current                        liabilities                                                                                                                                                                                                                                                   |   |                                    | 119,968     |     |   | 189,721     |   |
|                                                                                                                                                                                                                                                                                               |   |                                    |        |     |   |        |   |
| Long-term notes payable                        to related party                                                                                                                                                                                                                                    |   |                                    | 562,500     |     |   | 562,500     |   |
|                                                                                                                                                                                                                                                                                               |   |                                    |        |     |   |        |   |
| Long-term accrued                        interest payable to related party                                                                                                                                                                                                                         |   |                                    | 70,551      |     |   | 31,176      |   |
|                                                                                                                                                                                                                                                                                               |   |                                         |             |     |        |             |   |
|                                                                                                                                                                                                                                                                                               |   |                                    |        |     |   |        |   |
| Total                        liabilities                                                                                                                                                                                                                                                           |   |                                    | 753,019     |     |   | 783,397     |   |
|                                                                                                                                                                                                                                                                                               |   |                                         |             |     |        |             |   |
|                                                                                                                                                                                                                                                                                               |   |                                    |        |     |   |        |   |
| Commitments and                        contingencies                                                                                                                                                                                                                                               |   |                                    |        |     |   |        |   |
|                                                                                                                                                                                                                                                                                               |   |                                    |        |     |   |        |   |
| Stockholders’                        equity:                                                                                                                                                                                                                                                 |   |                                    |        |     |   |        |   |
| Preferred stock, par                        value $0.001 per share. Authorized 25,000,000 shares. Issued and                        outstanding 2,170 shares at December 31, 2007 and 2006.                                                                                                        |   |                                    | 2,170,000   |     |   | 2,170,000   |   |
| Class A common stock,                        $0.01 par value per share at December 31, 2007 and December 31, 2006.                        Authorized 149,975,000 shares at December 31, 2007 and December 31, 2006.                        Issued 65,280,759 shares at December 31, 2007 and 2006. |   |                                    | 652,808     |     |   | 652,808     |   |
| Class B common stock,                        $0.01 par value per share at December 31, 2007 and December 31, 2006.                        Authorized, issued and outstanding 25,000 shares at December 31, 2007 and                        2006.                                                   |   |                                    | 250         |     |   | 250         |   |
| Additional paid-in                        capital                                                                                                                                                                                                                                                  |   |                                    | 36,102,613  |     |   | 35,742,825  |   |
| Accumulated                        deficit                                                                                                                                                                                                                                                         |   |                                    | (37,287,268 | )        |   | (35,776,277 | )      |
| Treasury stock, at                        cost, 84,850 shares at December 31, 2007 and 2006                                                                                                                                                                                                        |   |                                    | (49,460     | )        |   | (49,460     | )      |
|                                                                                                                                                                                                                                                                                               |   |                                         |             |     |        |             |   |
|                                                                                                                                                                                                                                                                                               |   |                                    |        |     |   |        |   |
| Total                        stockholders’ equity                                                                                                                                                                                                                                            |   |                                    | 1,588,943   |     |   | 2,740,146   |   |
|                                                                                                                                                                                                                                                                                               |   |                                         |             |     |        |             |   |
| Total liabilities and                        stockholders’ equity                                                                                                                                                                                                                            |   | $                                       | 2,341,962   |     | $      | 3,523,543   |   |
|                                                                                                                                                                                                                                                                                               |   |                                         |             |     |        |             |   |

*See notes to consolidated            financial statements.*

F-5

----

Le@P Technology,            Inc. and Subsidiaries

Consolidated            Statements of Operations

|                                                                      |   |                                                |       |     |   |       |   |
|---------------------------------------------------------------------------|--------|-----------------------------------------------------|------------|----------|--------|------------|--------|
|                                                                      |   | **Years ended December                        31,** |       |
|                                                                      |   | **2007**                                            |       | **2006** |   |
|                                                                      |   |                                                     |       |          |   |
|                                                                      |   |                                                |       |     |   |       |   |
| Revenue                                                                   |   | $                                                   | —    |     | $      | —    |   |
|                                                                      |   |                                                     |            |     |        |            |   |
|                                                                      |   |                                                |       |     |   |       |   |
| General and                        administrative expenses:               |   |                                                |       |     |   |       |   |
| Salaries and                        benefits                              |   |                                                | 581,609    |     |   | 119,141    |   |
| Share-based                        compensation expense                   |   |                                                | 359,788    |     |   | 84,288     |   |
| Professional                        fees                                  |   |                                                | 502,959    |     |   | 280,449    |   |
| Other                                                                     |   |                                                | 202,060    |     |   | 165,776    |   |
|                                                                      |   |                                                     |            |     |        |            |        |
|                                                                      |   |                                                |       |     |   |       |   |
| Total general and                        administrative expenses          |   |                                                | 1,646,416  |     |   | 649,654    |   |
|                                                                      |   |                                                     |            |     |        |            |   |
|                                                                      |   |                                                |       |     |   |       |   |
| Other income                        (expenses):                           |   |                                                |       |     |   |       |   |
| Interest                        expense                                   |   |                                                | (39,375    | )        |   | (100,207   | )      |
| Interest                        income                                    |   |                                                | 107,055    |     |   | 152,423    |   |
| Rental                        income                                      |   |                                                | 5,250      |     |   | 18,000     |   |
| Gain on sale of                        investment in iVillage, Inc.       |   |                                                | —    |     |   | 47,704     |   |
| Gain on sale of                        property and equipment             |   |                                                | 25,000     |     |   | —    |   |
| Other income                                                              |   |                                                | 37,495     |     |   | —    |   |
|                                                                      |   |                                                     |            |     |        |            |   |
|                                                                      |   |                                                |       |     |   |       |   |
| Total other income                        (expenses)                      |   |                                                | 135,425    |     |   | 117,920    |   |
|                                                                      |   |                                                     |            |     |        |            |        |
|                                                                      |   |                                                |       |     |   |       |   |
| Loss before income                        taxes                           |   |                                                | (1,510,991 |     |   | (531,734   | )      |
|                                                                      |   |                                                |       |     |   |       |   |
| Provision for income                        taxes                         |   |                                                | —    |     |   | —    |   |
|                                                                      |   |                                                     |            |     |        |            |        |
|                                                                      |   |                                                |       |     |   |       |   |
| Net loss                                                                  |   |                                                | (1,510,991 | )        |   | (531,734   | )      |
|                                                                      |   |                                                |       |     |   |       |   |
| Dividends undeclared on                        cumulative preferred stock |   |                                                | 217,000    |     |   | 217,000    |   |
|                                                                      |   |                                                     |            |     |        |            |   |
|                                                                      |   |                                                |       |     |   |       |   |
| Net loss attributable                        to common stockholders       |   | $                                                   | (1,727,991 | )        | $      | (748,734   | )      |
|                                                                      |   |                                                     |            |     |        |            |   |
|                                                                      |   |                                                |       |     |   |       |   |
| Basic and diluted net                        loss per share:              |   |                                                |       |     |   |       |   |
| Net loss per common                        share:                         |   | $                                                   | (0.03      | )        | $      | (0.01      | )      |
|                                                                      |   |                                                     |            |     |        |            |   |
| Net loss attributable                        to common stockholders       |   | $                                                   | (0.03      | )        | $      | (0.01      | )      |
|                                                                      |   |                                                     |            |     |        |            |   |
|                                                                      |   |                                                |       |     |   |       |   |
|                                                                      |   |                                                |       |     |   |       |   |
| Basic weighted average                        shares outstanding          |   |                                                | 65,305,759 |     |   | 53,930,426 |   |
|                                                                      |   |                                                     |            |     |        |            |   |
| Diluted weighted                        average shares outstanding        |   |                                                | 65,305,759 |     |   | 53,930,426 |   |
|                                                                      |   |                                                     |            |     |        |            |   |

*See notes to consolidated            financial statements.*

F-6

----

**Le@P Technology,        Inc. and Subsidiaries        Consolidated Statements of Stockholders’ Equity and Comprehensive        Income**

|                                                                                                                                                                                                                                                                                              |   |                                   |    |                                                                       |            |                                      |         |                             |       |        |   |                                                                             |   |      |       |   |      |        |   |   |    |   |   |    |   |   |       |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------|---------|----------------------------------------------------------------------------|-----------------|-------------------------------------------|--------------|----------------------------------|------------|-------------|--------|----------------------------------------------------------------------------------|--------|-----------|------------|--------|-----------|-------------|--------|--------|---------|--------|--------|---------|--------|--------|------------|--------|
|                                                                                                                                                                                                                                                                                              |   |                                   |    |                                                                       |            |                                      |         |                             |       |        |   | **Accumulated                    Other Comprehensive                    Income** |   |      |       |
|                                                                                                                                                                                                                                                                                              |   | **Preferred                    Stock** |    | **Class                    A and Class B                    Common Stock** |            | **Additional                    Paid-in** |         |                             |       |        |   |                                                                             |   |      |
|                                                                                                                                                                                                                                                                                              |   |                                   |    |                                                                       | **Accumulated** |                                      | **Treasury** |                             |       |        |   |
|                                                                                                                                                                                                                                                                                              |   | **Shares**                             |    | **Amount**                                                                 |            | **Shares**                                |         | **Par                    Value** |       | **Capital** |   | **Deficit**                                                                      |   | **Stock** |       |   | **Total** |        |
|                                                                                                                                                                                                                                                                                              |   |                                        |         |                                                                            |                 |                                           |              |                                  |            |             |        |                                                                                  |        |           |            |        |           |             |        |
| Balance at December 31,                    2005                                                                                                                                                                                                                                                   |   |                                   | 2,170   |                                                                       | $               | 2,170,000                                 |         |                             | 33,791,053 |        | $      | 6,758,211                                                                        |   | $         | 26,401,913 |   | $         | (35,244,543 | )      | $      | (49,460 | )      | $      | 39,377  |   | $      | 75,498     |   |
|                                                                                                                                                                                                                                                                                              |   |                                   |    |                                                                       |            |                                      |         |                             |       |        |   |                                                                             |   |      |       |   |      |        |   |   |    |   |   |    |   |   |       |   |
| Net loss                                                                                                                                                                                                                                                                                          |   |                                   | — |                                                                       |            | —                                   |         |                             | —    |        |   | —                                                                          |   |      | —    |   |      | (531,734    | )      |   | — |   |   | — |   |   | (531,734   | )      |
|                                                                                                                                                                                                                                                                                              |   |                                   |    |                                                                       |            |                                      |         |                             |       |        |   |                                                                             |   |      |       |   |      |        |   |   |    |   |   |    |   |   |       |   |
| Issuance of 100,000 Class A                    Common Stock shares for $0.10 per share, February 27, 2006                                                                                                                                                                                         |   |                                   | — |                                                                       |            | —                                   |         |                             | 100,000    |        |   | 20,000                                                                           |   |      | (10,000    | )      |      | —     |   |   | — |   |   | — |   |   | 10,000     |   |
|                                                                                                                                                                                                                                                                                              |   |                                   |    |                                                                       |            |                                      |         |                             |       |        |   |                                                                             |   |      |       |   |      |        |   |   |    |   |   |    |   |   |       |   |
| Issuance of 31,417,706                    Class A Common Stock shares on May 12, 2006 for conversion of short-term notes                    payable and accrued interest to related party at $0.10 per share pursuant to an                    Exchange and Termination Agreement, March 12, 2006 |   |                                   | — |                                                                       |            | —                                   |         |                             | 31,414,706 |        |   | 314,147                                                                          |   |      | 2,827,324  |   |      | —     |   |   | — |   |   | — |   |   | 3,141,471  |   |
|                                                                                                                                                                                                                                                                                              |   |                                   |    |                                                                       |            |                                      |         |                             |       |        |   |                                                                             |   |      |       |   |      |        |   |   |    |   |   |    |   |   |       |   |
| Amendment to Articles of                    Incorporation changing the par value of Class A and B common stock from $0.20                    to $0.01, May 12, 2006                                                                                                                               |   |                                   | — |                                                                       |            | —                                   |         |                             | —    |        |   | (6,439,300                                                                       | )      |      | 6,439,300  |   |      | —     |   |   | — |   |   | — |   |   | —    |   |
|                                                                                                                                                                                                                                                                                              |   |                                   |    |                                                                       |            |                                      |         |                             |       |        |   |                                                                             |   |      |       |   |      |        |   |   |    |   |   |    |   |   |       |   |
| Issuance of 2,775,350 stock                    options to purchase 2,775,350 shares of Class A Common Stock pursuant to                    Employment Agreement for share-based compensation, October 31, 2006                                                                                    |   |                                   | — |                                                                       |            | —                                   |         |                             | —    |        |   | —                                                                          |   |      | 214,395    |   |      | —     |   |   | — |   |   | — |   |   | 214,395    |   |
|                                                                                                                                                                                                                                                                                              |   |                                   |    |                                                                       |            |                                      |         |                             |       |        |   |                                                                             |   |      |       |   |      |        |   |   |    |   |   |    |   |   |       |   |
| Unrecognized share-based                    compensation on stock options                                                                                                                                                                                                                         |   |                                   | — |                                                                       |            | —                                   |         |                             | —    |        |   | —                                                                          |   |      | (130,107   | )      |      | —     |   |   | — |   |   | — |   |   | (130,107   | )      |
|                                                                                                                                                                                                                                                                                              |   |                                   |    |                                                                       |            |                                      |         |                             |       |        |   |                                                                             |   |      |       |   |      |        |   |   |    |   |   |    |   |   |       |   |
| Reclassification adjustment                    for gains realized in net loss, net of tax                                                                                                                                                                                                         |   |                                   | — |                                                                       |            | —                                   |         |                             | —    |        |   | —                                                                          |   |      | —    |   |      | —     |   |   | — |   |   | (39,377 | )      |   | (39,377    | )      |
|                                                                                                                                                                                                                                                                                              |   |                                   |    |                                                                       |            |                                      |         |                             |       |        |   |                                                                             |   |      |       |   |      |        |   |   |    |   |   |    |   |   |       |   |
|                                                                                                                                                                                                                                                                                              |   |                                        |         |                                                                            |                 |                                           |              |                                  |            |             |        |                                                                                  |        |           |            |        |           |             |        |        |         |        |        |         |        |        |            |        |
| Balance at December 31,                    2006                                                                                                                                                                                                                                                   |   |                                   | 2,170   |                                                                       |            | 2,170,000                                 |         |                             | 65,305,759 |        |   | 653,058                                                                          |   |      | 35,742,825 |   |      | (35,776,277 | )      |   | (49,460 | )      |   | — |   |   | 2,740,146  |   |
|                                                                                                                                                                                                                                                                                              |   |                                   |    |                                                                       |            |                                      |         |                             |       |        |   |                                                                             |   |      |       |   |      |        |   |   |    |   |   |    |   |   |       |   |
| Net loss                                                                                                                                                                                                                                                                                          |   |                                   |    |                                                                       |            |                                      |         |                             |       |        |   |                                                                             |   |      |       |   |      | (1,510,991  | )      |   |    |   |   |    |   |   | (1,510,991 | )      |
|                                                                                                                                                                                                                                                                                              |   |                                   |    |                                                                       |            |                                      |         |                             |       |        |   |                                                                             |   |      |       |   |      |        |   |   |    |   |   |    |   |   |       |   |
| Share-based compensation on                    stock options                                                                                                                                                                                                                                      |   |                                   |    |                                                                       |            |                                      |         |                             |       |        |   |                                                                             |   |      | 359,788    |   |      |        |   |   |    |   |   |    |   |   | 359,788    |   |
|                                                                                                                                                                                                                                                                                              |   |                                        |         |                                                                            |                 |                                           |              |                                  |            |             |        |                                                                                  |        |           |            |        |           |             |        |        |         |        |        |         |        |        |            |        |
| Balance at December 31,                    2007                                                                                                                                                                                                                                                   |   |                                   | 2,170   |                                                                       | $               | 2,170,000                                 |         |                             | 65,305,759 |        | $      | 653,058                                                                          |   | $         | 36,102,613 |   | $         | (37,287,268 | )      | $      | (49,460 | )      | $      | — |   | $      | 1,588,943  |   |
|                                                                                                                                                                                                                                                                                              |   |                                        |         |                                                                            |                 |                                           |              |                                  |            |             |        |                                                                                  |        |           |            |        |           |             |        |        |         |        |        |         |        |        |            |        |

*See        notes to consolidated financial statements.*

F-7

----

Le@P Technology,            Inc. and Subsidiaries

Consolidated            Statements of Cash Flows
|                                                                                                                                                        |   |                                                |       |     |   |       |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------|------------|----------|--------|------------|--------|
|                                                                                                                                                        |   | **Years ended December                        31,** |       |
|                                                                                                                                                        |   | **2007**                                            |       | **2006** |   |
|                                                                                                                                                        |   |                                                     |       |          |   |
| **Cash flows from                        operating activities:**                                                                                            |   |                                                |       |     |   |       |   |
| Net loss                                                                                                                                                    |   | $                                                   | (1,510,991 | )        | $      | (531,734   | )      |
| Adjustments to                        reconcile net loss to net cash used in operating activities:                                                          |   |                                                |       |     |   |       |   |
| Gain on sale of                        property and equipment                                                                                               |   |                                                | (25,000    | )        |   | —    |   |
| Depreciation                                                                                                                                                |   |                                                | 1,335      |     |   | 6,646      |   |
| Gain on sale of                        investment in iVillage, Inc.                                                                                         |   |                                                | —    |     |   | (47,704    | )      |
| Share-based                        compensation expense                                                                                                     |   |                                                | 359,788    |     |   | 84,288     |   |
| Changes in operating                        assets and liabilities:                                                                                         |   |                                                |       |     |   |       |   |
| Due from related                        party                                                                                                               |   |                                                | —    |     |   | 21,191     |   |
| Accounts                        receivable                                                                                                                  |   |                                                | (6,839     | )        |   | —    |   |
| Prepaid expenses and                        other current assets                                                                                            |   |                                                | 1,171      |     |   | 1,030      |   |
| Other assets                                                                                                                                                |   |                                                | (23,672    | )        |   | —    |   |
| Accounts payable and                        other accrued expenses                                                                                          |   |                                                | (11,817    | )        |   | 6,939      |   |
| Accrued professional                        fees                                                                                                            |   |                                                | (100,624   | )        |   | 88,445     |   |
| Accrued compensation                        and related liabilities                                                                                         |   |                                                | 42,689     |     |   | 11,534     |   |
| Accrued interest                        payable to related party                                                                                            |   |                                                | 39,375     |     |   | 73,323     |   |
|                                                                                                                                                        |   |                                                     |            |     |        |            |   |
| Net cash used in                        operating activities                                                                                                |   |                                                | (1,234,585 | )        |   | (286,042   | )      |
|                                                                                                                                                        |   |                                                     |            |     |        |            |   |
|                                                                                                                                                        |   |                                                |       |     |   |       |   |
| **Cash flows from                        investing activities:**                                                                                            |   |                                                |       |     |   |       |   |
| Purchase treasury                        bills                                                                                                              |   |                                                | —    |     |   | (2,706,221 | )      |
| Proceeds from sale of                        treasury bills                                                                                                 |   |                                                | —    |     |   | 2,706,221  |   |
| Net proceeds from sale                        of investment in iVillage, Inc.                                                                               |   |                                                | —    |     |   | 147,449    |   |
| Proceeds from sale of                        equipment                                                                                                      |   |                                                | 25,000     |     |   | —    |   |
| Purchase of                        equipment                                                                                                                |   |                                                | (3,499     | )        |   | (3,296     | )      |
|                                                                                                                                                        |   |                                                     |            |     |        |            |   |
| Net cash provided by                        investing activities                                                                                            |   |                                                | 21,501     |     |   | 144,153    |   |
|                                                                                                                                                        |   |                                                     |            |     |        |            |   |
|                                                                                                                                                        |   |                                                |       |     |   |       |   |
| **Cash flows from                        financing activities**                                                                                             |   |                                                |       |     |   |       |   |
| Proceeds from issuance                        of Class A Common Stock                                                                                       |   |                                                | —    |     |   | 10,000     |   |
|                                                                                                                                                        |   |                                                     |            |     |        |            |   |
| Net cash provided by                        financing activities                                                                                            |   |                                                | —    |     |   | 10,000     |   |
|                                                                                                                                                        |   |                                                     |            |     |        |            |   |
|                                                                                                                                                        |   |                                                |       |     |   |       |   |
| Net decrease in cash                        and cash equivalents                                                                                            |   |                                                | (1,213,084 | )        |   | (131,889   | )      |
| Cash and cash                        equivalents at beginning of year                                                                                       |   |                                                | 3,001,314  |     |   | 3,133,203  |   |
|                                                                                                                                                        |   |                                                     |            |     |        |            |   |
| Cash and cash                        equivalents at end of year                                                                                             |   | $                                                   | 1,788,230  |     | $      | 3,001,314  |   |
|                                                                                                                                                        |   |                                                     |            |     |        |            |   |
|                                                                                                                                                        |   |                                                |       |     |   |       |   |
| **Supplemental                        disclosure of cash flow information:**                                                                                |   |                                                |       |     |   |       |   |
| Cash paid during year                        for: Interest                                                                                                  |   | $                                                   | —    |     | $      | 18,634     |   |
|                                                                                                                                                        |   |                                                     |            |     |        |            |   |
| Cash paid during year                        for: Income taxes                                                                                              |   | $                                                   | —    |     | $      | —    |   |
|                                                                                                                                                        |   |                                                     |            |     |        |            |   |
|                                                                                                                                                        |   |                                                |       |     |   |       |   |
| **Schedule of noncash                        investing and financing activities:**                                                                          |   |                                                |       |     |   |       |   |
| Conversion of                        short-term notes payable and accrued interest payable to related party for                        Class A Common stock |   | $                                                   | —    |     | $      | 3,141,471  |   |
|                                                                                                                                                        |   |                                                     |            |     |        |            |   |

*See notes to consolidated            financial statements.*

F-8

----

**Le@P            Technology, Inc. and SubsidiariesNotes to Consolidated Financial Statements**

|   |                                   |
|--------|----------------------------------------|
| **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 is actively            pursuing its strategy of acquiring and commercializing synergistic technologies to            develop advanced products. The Company plans to structure its acquisitions (as the            purchase of controlling interests or otherwise) to avoid subjecting the Company to            requirements and regulation as an investment company under the Investment Company Act            of 1940. The Company appointed Dr. Donald J. Ciappenelli as the Chief Executive Officer            and Chairman of the Board in November 2006, and established an office in the Boston            area in February 2007 to maximize the Company’s opportunities to find and develop            new technologies and businesses that fit its model for rapid growth in important            markets.

|   |                                                                  |
|--------|-----------------------------------------------------------------------|
| **2.** | **Summary of                        Significant Accounting Policies** |

**Consolidation**

The accompanying            consolidated financial statements (the “financial statements”) include the            accounts of Le@P Technology, Inc. and its wholly-owned subsidiaries(see exhibit 21).            All significant intercompany accounts and transactions are eliminated in            consolidation.

**Use of            Estimates**

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

**Cash and Cash            Equivalents**

The Company            considers all highly liquid investments purchased with an original maturity of three            months or less to be cash equivalents.

**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.

**Fair value of            financial instruments**

The carrying amounts of cash and            cash equivalents, accounts receivable, accounts payable and accrued liabilities,            approximate fair value due to the short-term maturities of these assets and            liabilities. The fair market value of other financial instruments is provided by the            use of quoted market prices and other appropriate valuation techniques, based on            information available at year-end. Notes payable to related parties are not            arm’s-length transactions.

**Impairment of            long-lived assets and long-lived assets to be disposed of**

In accordance with FASB            No. 144, the Company reviews long-lived assets for impairment whenever events or            changes in circumstances indicate that the carrying amount of an asset may not be            recoverable. Recoverability of assets to be held and used is measured by a comparison            of the carrying amount of an asset to future undiscounted cash flows expected to be            generated by the asset. If such assets are considered to be impaired, the impairment to            be recognized is measured by the amount by which the carrying value of the assets            exceed the estimated fair value. Assets to be disposed of are reported at the lower of            the carrying amount or estimated fair value less costs to sell. No asset impairment            occurred during the years ended December 31, 2007 and 2006.

F-9

----

**Loss per            share**

Basic earnings per share amounts            are computed by dividing the net income by the weighted average number of common shares            outstanding. Diluted earnings per share amounts are computed by dividing net income by            the weighted average number of shares of common stock, common stock equivalents, and            stock options outstanding during the period. Potential shares of common stock and their            effects on income were excluded from the diluted calculations if the effect was            anti-dilutive.

**Concentration            of credit risk**

The Company            maintains cash balances at a high credit quality financial institution which at times            exceeds the federally insured amounts. As of December 31, 2007 and 2006, approximately            $1,580,000 and $2,829,000, respectively, exceeded the federally insured            amount.

**Stock Based            Compensation**

On January 1,            2006, the Company adopted the fair value recognition provisions of FASB Statement No.            123R (“Share-Based Payment”). Prior to January 1, 2006, the Company            accounted for share-based payments to employees under the recognition and measurement            provisions of Accounting Principles Board Opinion (“APB”) No. 25, and            related interpretations, as permitted by FASB Statement No. 123 (“Accounting for            Stock-Based Compensation”).

The Company            adopted FASB Statement No. 123R using the modified prospective transition method. Under            this transition method, compensation cost for all share-based payments granted            subsequent to January 1, 2006 is based on the grant-date fair value estimated in            accordance with the provisions of FASB Statement No. 123R. The results for periods            prior to January 1, 2006 are not required to be restated.

**Income            Taxes**

The Company            accounts for income taxes under FASB Statement No. 109, “Accounting for Income            Taxes”. Deferred income tax assets and liabilities are determined based upon            differences between the 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.

**Reclassification**

Certain            reclassifications of amounts previously reported have been made to the accompanying            consolidated financial statements in order to maintain consistency and comparability            between periods presented.

**Recent            Accounting Pronouncements**

In            December 2007, the FASB issued SFAS No. 141 (revised 2007) “*Business            Combinations*” (“FASB No. 141®”). FASB No. 141(R)            retains the fundamental requirements of the original pronouncement requiring that the            purchase method be used for all business combinations. FASB No. 141(R) defines the            acquirer as the entity that obtains control of one or more businesses in the business            combination, establishes the acquisition date as the date that the acquirer achieves            control and requires the acquirer to recognize the assets acquired, liabilities assumed            and any non-controlling interest at their fair values as of the acquisition date. FASB            No. 141(R) also requires that acquisition-related costs be recognized separately            from the acquisition. FASB No. 141(R) is effective for the Company for fiscal            2010. The Company is currently assessing the impact of FASB No. 141(R) on its            consolidated financial position and results of operations.

In            December 2007, the FASB issued Statement No. 160, “*Noncontrolling            Interests in Consolidated Financial Statements—an amendment of ARB No. 51            (“FASB No. 160”)*.” The objective of FASB No. 160 is to            improve the relevance, comparability, and transparency of the financial information            that a reporting entity provides in its consolidated financial statements by            establishing accounting and reporting standards for the noncontrolling interest in a            subsidiary and for the deconsolidation of a subsidiary. This Statement applies to all            entities that prepare

F-10

----

consolidated            financial statements, except not-for-profit organizations. FASB No. 160 amends ARB            51 to establish accounting and reporting standards for the noncontrolling interest in a            subsidiary and for the deconsolidation of a subsidiary. It also amends certain of ARB            51’s consolidation procedures for consistency with the requirements of FASB            No. 141 (R). This Statement is effective for fiscal years, and interim periods            within those fiscal years, beginning on or after December 15, 2008 (that is,            January 1, 2009, for entities with calendar year-ends). Earlier adoption is            prohibited. The effective date of this Statement is the same as that of the related            Statement 141(R). FASB No. 160 will be effective for the Company’s fiscal            2010. The Company is currently assessing the potential effect of FASB No. 160 on            its consolidated financial statements.

In May 2007, the            FASB issued FASB Staff Position (“FSP”) FIN 48-1, or “FSPFIN            48-1,” which clarifies when a tax position is considered settled under FIN 48.            The FSP explains that a tax position can be effectively settled on the completion of an            examination by a taxing authority without legally being extinguished. For tax positions            considered effectively settled, an entity would recognize the full amount of tax            benefit, even if (1) the tax position is not considered more likely than not to be            sustained solely on the basis of its technical merits and (2) the statute of            limitations remain open. FSP FIN 48-1 should be applied upon the initial adoption of            FIN 48. The impact of our adoption of FIN 48 (as of January 1, 2007) is in accordance            with this FSP and the implementation has not resulted in any changes to our            consolidated financial statements.

In            February 2007, the FASB issued Statement No. 159, *The Fair Value Option            for Financial Assets and Financial Liabilities — including an amendment of FASB            Statement No. 115* (“FASB No. 159”). FASB No. 159 gives            the Company the irrevocable option to carry most financial assets and liabilities at            fair value, with changes in fair value recognized in earnings. FASB No. 159 is            effective for the Company’s 2009 fiscal year, although early adoption is            permitted. The Company is currently assessing the potential effect of FASB No. 159            on its consolidated financial statements.

In September            2006, FASB Statement No. 157, “Fair Value Measurements” was issued. FASB            Statement No. 157 defines fair value, establishes a framework for measuring fair value            in accordance with accounting principles generally accepted in the United States of            America, and expands disclosures about fair value measurements. FASB No. Statement 157            is effective January 8, 2008. The Company is in the process of evaluating the impact            that FASB Statement No. 157 will have on its consolidated financial            statements.

**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 and the proceeds from            the Healthology and iVillage stock sales.

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”). On March 15, 2006, the Majority            Stockholder agreed to convert the notes into equity pursuant to an Exchange and            Termination Agreement (Exchange Agreement”) under which (a) the Majority            Stockholder exchanged the $3.14 million of principal and accrued interest under the            notes (“Note Balance”) for 31,414,706 shares of Class A Common Stock at a            conversion price of $0.10 per share, and (b) the Company terminated the Funding            Commitment. The Exchange Agreement closed on May 12, 2006.

F-11

----

The Company            anticipates that the remaining proceeds from the Healthology disposition will be            sufficient to cover operating expenses through the next twelve months.

**4.    Property            and Equipment**

|                                                                     |   |                                    |    |     |   |    |   |
|--------------------------------------------------------------------------|--------|-----------------------------------------|---------|----------|--------|---------|--------|
| Property and equipment                        consists of the following: |   |                                    |    |     |   |    |   |
|                                                                     |   | **December                        31,** |    |
|                                                                     |   | **2007**                                |    | **2006** |   |
|                                                                     |   |                                         |         |          |   |
| Land                                                                     |   | $                                       | 510,000 |     | $      | 510,000 |   |
| Leasehold                        improvements                            |   |                                    | 17,842  |     |   | 17,842  |   |
| Equipment and                        software                            |   |                                    | 16,340  |     |   | 12,841  |   |
| Furniture and                        fixtures                            |   |                                    | 59,433  |     |   | 84,553  |   |
|                                                                     |   |                                         |         |          |        |         |   |
|                                                                     |   |                                    | 603,615 |     |   | 625,236 |   |
| Less                        accumulated depreciation                     |   |                                    | 88,060  |     |   | 111,844 |   |
|                                                                     |   |                                         |         |          |        |         |   |
|                                                                     |   | $                                       | 515,555 |     | $      | 513,392 |   |
|                                                                     |   |                                         |         |          |        |         |   |

Depreciation            expense for the years ended December 31, 2007 and 2006 was $1,335 and $6,646            respectively.

**5.    Commitments            and Contingencies**

**Legal            Proceedings**

From time to            time, the Company is party to business disputes arising in the normal course of its            business operations. The Company’s management believes that none of these            actions, standing alone, or in the aggregate, is currently material to the            Company’s operations or financial condition.

**Employment            Agreements**

Effective            November 1, 2006, Dr. Donald J. Ciappenelli became the Chief Executive Officer of the            Company and was appointed as the Chairman of the Board of Directors of the Company.            Pursuant to an Employment Agreement dated October 31, 2006 (the “Ciapenelli            Employment Agreement”), Dr. Ciappenelli will serve the Company in these            capacities for a three year term, and is entitled to receive an annual base salary of            $280,000.

The Ciapenelli            Employment Agreement also provides for the grant of stock options, vesting 1/3 at the            employment effective date and 1/3 on each of November 1, 2007 and 2008 to purchase            common stock of the Company. These options will be exercisable to purchase 4% of the            Company’s fully diluted equity as of the date the options were granted (or            2,775,350 shares of common stock), at an exercise price of $0.079 per share.

Effective March            5, 2007, Dr. Howard Benjamin became the Company’s Vice President of Research and            Development. Pursuant to an employment agreement executed March 16, 2007 (the            “Benjamin Employment Agreement”), Dr. Benjamin will serve in this capacity            for a term of one year, with additional one year renewal provisions, and is entitled to            an annual base salary of $200,000.

The Benjamin            Employment Agreement also provides for the grant of stock options, vesting 1/3 at the            employment effective date and 1/3 on each of March 5, 2009 and March 5, 2010, to            purchase share of common stock of the Company. These options are exercisable to            purchase 1% of the Company’s fully diluted equity as of the date the options were            granted (or 683,238 shares of common stock) at an exercise price of $0.80 per            share.

F-12

----

**6.    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. Le@P was            leasing its corporate office located in Ft Lauderdale, Florida from the Majority Stockholder, on a month to month basis for approximately $4,100            per month. On March 16, 2007 the Majority Stockholder and his affiliates sold the            office building to an unrelated party. Effective April 1, 2007, the Company entered            into a new lease for the same corporate office with the unrelated part. The lease            provides for (i) a term of one year, (ii) two one-year extension options, and (iii)            monthly rental payments remaining at approximately $4,100 per month.

The Company owns            real property in Broward County, Florida that was purchased from Bay Colony Associates,            Ltd. (“Bay Colony”), an entity wholly-owned by the Majority Stockholder in            exchange for a mortgage and note payable in the amount of $562,500. The purchase price            was based upon an independent third-party appraisal. The long-term note and mortgage on            the real property was replaced with a new long term-note with principal of the same            amount on March 17, 2006. The note bears interest at the rate of 7% per annum. Both            principal and interest is due on the extended maturity date of January 8,            2010.

The land is            zoned light industrial and consists of approximately one and one-third acres. The            Company entered into a three year lease of the property with an unrelated party            effective October 1, 2007. The Company recognized approximately $5,250 and $18,000 in            rental income under the leases for the years 2007 and 2006, respectively. The Company            has no plans to sell or develop the property.

The interest            expense included in the accompanying financial statements relates to interest charged            on the indebtedness due to the Majority Stockholder.

**7.    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, 2007 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, 2007, the Company            had reserved 7,088,912 shares of Class A common stock for possible future issuance            under its stock option plans.

The Company            recognizes compensation expense for the Company’s share-based payment awards on a            straight-line basis using a separate vesting tranche for each stock option issued. The            Company determined the grant-date fair value of share-based payment awards using the            Black-Scholes pricing model.

The Company            granted options to purchase 683,238 shares of the Company’s Class A Common Stock            during the year ended December 31, 2007. The stock options provide for the following:            an exercise price of $.80 per share, an expiration date of March 14, 2017; and vesting            of 1/3 of the stock options on each of the following dates: March 5, 2007, March 5,            2009 and March 5, 2010. The Company granted options to purchase 2,775,350 shares of the            Company’s Class A Common Stock during the year ended December 31, 2006. The stock            options provide for the following: an exercise price of $.079 per share; an expiration            date of October 31, 2016; and vesting of 1/3 of the stock options on each of the            following dates: October 31, 2006, October 31, 2008 and October 31, 2009. During the            year ended December 31, 2007 and December 31, 2006, the Company recorded approximately            $360,000 and $84,000, respectively, in compensation expense related to the share-based            payment awards.

F-13

----

The following            table summarizes the weighted average grant-date fair values and assumptions that were            used to estimate the grant-date fair values of the share options granted during the            year ended December 31:

|                                              |   |   |                                  |   |   |                                  |   |
|---------------------------------------------------|--------|--------|---------------------------------------|--------|--------|---------------------------------------|--------|
| Grant-date fair                        value      |   | 2007   |                                  | 2006   |   |
|                                                   |        |        |                                       |        |   |
|                                              |   |   |                                  |   |   |                                  |   |
| Value per stock                        option     |   | $      | .78                                   |   | $      | .08                                   |   |
|                                              |   |   |                                  |   |   |                                  |   |
| Black-Scholes option                        value |   | $      | 531,653                               |   | $      | 214,395                               |   |
|                                              |   |   |                                  |   |   |                                  |   |
| Assumptions                                       |   |   |                                  |   |   |                                  |   |
|                                              |   |   |                                  |   |   |                                  |   |
| Dividend                        yield             |   |   |  0                        %      |   |   |  0                        %      |   |
| Expected                        volatility        |   |   |  134                        %    |   |   |  127                        %    |   |
| Risk free interest                        rate    |   |   |  4.56                        %   |   |   |  4.73                        %   |   |
| Expected                        life              |   |   |  10                        years |   |   |  10                        years |   |

The Company’s computation            of the expected volatility for the years ended December 31, 2007and 2006 is based            primarily upon historical volatility and the expected term of the option. The expected            term is based on the historical exercise experience under the share-based plans of the            underlying award and represents the period of time the share-based awards are expected            to be outstanding. The interest rate is based on the U.S. Treasury yield in effect at            the time of grant for a period commensurate with the estimated expected            life.

As of December 31, 2007,            approximately $307,000 of total unrecognized compensation costs related to non-vested            stock options is expected to be recognized over a weighted average period of two            years.

Option activity            under the Company’s plans is summarized below:

|                                                     |   |       |          |                                                                              |   |       |     |                                                                              |   |   |       |   |   |   |   |   |   |
|----------------------------------------------------------|--------|------------|---------------|-----------------------------------------------------------------------------------|--------|------------|----------|-----------------------------------------------------------------------------------|--------|--------|------------|--------|--------|--------|--------|--------|--------|
|                                                     |   | **2007**   |          | **2006**                                                                          |   |
|                                                     |   |            |          |                                                                                   |   |
|                                                     |   | **Shares** |          | **Weighted                        Average                        Exercise Price** |   | **Shares** |     | **Weighted                        Average                        Exercise Price** |   |
|                                                     |   |            |               |                                                                                   |   |            |          |                                                                                   |   |
| Outstanding at                        beginning of year  |   |       | **3,127,850** |                                                                              |   | **$**      | **0.17** |                                                                              |   |   | 1,452,500  |   |   | $      | 1.41   |   |   |
| Options                        granted                   |   |       | **683,238**   |                                                                              |   | **$**      | **0.80** |                                                                              |   |   | 2,775,350  |   |   |   | 0.07   | 9      |   |
| Options                        expired                   |   |       | **(300,000**  | **)**                                                                             |   | **$**      | **0.50** |                                                                              |   |   | (1,100,000 | )      |   |   | 0.63   |   |   |
|                                                     |   |            |               |                                                                                   |        |            |          |                                                                                   |   |        |            |        |        |        |        |        |   |
| Outstanding at end                        of year        |   |       | **3,511,088** |                                                                              |   | **$**      | **0.26** |                                                                              |   |   | 3,127,850  |   |   | $      | 0.17   |   |   |
|                                                     |   |            |               |                                                                                   |        |            |          |                                                                                   |   |        |            |        |        |        |        |        |   |
| Options exercisable                        at year-end   |   |       | **2,130,480** |                                                                              |   | **$**      | **0.16** |                                                                              |   |   | 1,277,617  |   |   | $      | 0.18   |   |   |
| Shares available for                        future grant |   |       | **7,088,912** |                                                                              |   |       |     |                                                                              |   |   | 8,972,150  |   |   |   |   |   |   |

F-14

----

The following            table summarizes information about stock options outstanding and exercisable at            December 31, 2007:

|                                  |   |                                       |   |                                                                                                                                    |   |                                                                          |   |                                       |   |                                                                          |   |   |   |   |   |   |      |   |   |   |   |   |   |
|---------------------------------------|--------|--------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------|--------|--------------------------------------------|--------|-------------------------------------------------------------------------------|--------|--------|--------|--------|--------|--------|-----------|--------|--------|--------|--------|--------|--------|
| Exercise                        Price |   | Options                        Outstanding |   | Weighted                        Average                        Remaining                        Contractual                        Life |   | Weighted                        Average                        Exercise Price |   | Options                        Exercisable |   | Weighted                        Average                        Exercise Price |   |
|                                       |        |                                            |        |                                                                                                                                         |        |                                                                               |        |                                            |        |                                                                               |        |
|                                  | $      | 3.00                                       |   |                                                                                                                                    |   | 52,500                                                                        |   | 2.2                                        |   |                                                                          |   | $      | 3.00   |   |   |   | 52,500    |   |   | $      | 3.00   |   |   |
|                                  |
|                                  | $      | 0.079                                      |   |                                                                                                                                    |   | 2,775,350                                                                     |   | 8.9                                        |   |                                                                          |   | $      | 0.079  |   |   |   | 1,850,234 |   |   | $      | 0.079  |   |   |
|                                  |
|                                  | $      | 0.80                                       |   |                                                                                                                                    |   | 683,238                                                                       |   | 9.5                                        |   |                                                                          |   | $      | 0.80   |   |   |   | 227,746   |   |   | $      | 0.80   |   |   |
|                                  |   |                                       |   |                                                                                                                                    |        |                                                                               |   |                                       |   |                                                                          |   |   |   |   |   |        |           |   |   |   |   |   |   |
|                                  |
|                                  |   |                                       |   |                                                                                                                                    |   | 3,511,088                                                                     |   |                                       |   |                                                                          |   |   |   |   |   |   | 2,130,480 |   |   |   |   |   |   |
|                                  |   |                                       |   |                                                                                                                                    |        |                                                                               |   |                                       |   |                                                                          |   |   |   |   |   |        |           |   |   |   |   |   |   |

**8.      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, 2007            and 2006, respectively dividends of $1,802,500 and $1,585,500 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.

**9.      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 Stockholder 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.

**10.    Income            Taxes**

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

|                                                    |   |                                                                               |           |     |   |       |   |
|---------------------------------------------------------|--------|------------------------------------------------------------------------------------|----------------|----------|--------|------------|--------|
|                                                    |   | **For the Years                        ended                        December 31,** |           |
|                                                    |   | **2007**                                                                           |           | **2006** |   |
|                                                    |   |                                                                                    |
| Deferred tax                        assets:             |   |                                                                               |
| Net operating loss                        carryforwards |   | **$**                                                                              | **3,360,618**  |     | $      | 2,977,873  |   |
| Accruals                                                |   |                                                                               | **42,659**     |     |   | 14,497     |   |
| Stock –based                        compensation  |   |                                                                               | **197,097**    |     |   | 61,709     |   |
| Other                                                   |   |                                                                               | **5,050**      |     |   | 1,032      |   |
|                                                    |   |                                                                                    |                |          |        |            |        |
| Deferred tax                        assets              |   |                                                                               | **3,605,424**  |     |   | 3,055,111  |   |
| Less valuation                        allowance         |   |                                                                               | **(3,605,424** | **)**    |   | (3,055,111 | )      |
|                                                    |   |                                                                                    |                |          |        |            |        |
| Net deferred tax                        assets          |   | **$**                                                                              | **—**    |     | $      | —    |   |
|                                                    |   |                                                                                    |                |          |        |            |        |

F-15

----

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

|                                                              |   |                                                                               |       |     |   |   |   |
|-------------------------------------------------------------------|--------|------------------------------------------------------------------------------------|------------|----------|--------|--------|--------|
|                                                              |   | **For the Years                        ended                        December 31,** |       |
|                                                              |   | **2007**                                                                           |       | **2006** |   |
|                                                              |   |                                                                                    |
| U.S. Federal                        Statutory rate                |   |                                                                               | **34.00**  | **%**    |   | 34.00  | %      |
| State income taxes,                        net of federal benefit |   |                                                                               | **3.63**   |     |   | 3.63   |   |
| Change in valuation                        allowance              |   |                                                                               | **(37.63** | **)**    |   | (37.63 | )      |
| Other                                                             |   |                                                                               | **(0.00**  | **)**    |   | (0.00  | )      |
|                                                              |   |                                                                                    |            |          |        |        |        |
|                                                              |   |                                                                               | **0.00**   | **%**    |   | 0.00   | %      |
|                                                              |   |                                                                                    |            |          |        |        |        |

FASB Statement            No. 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 $3,605,424            valuation allowance at December 31, 2007 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 $550,313. At December 31, 2007, the Company has            available net operating loss carryforwards for Federal income tax purposes of            approximately $8,018,450 expiring at various times through 2027.

**11.      Valuation            and Qualifying Accounts**

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

|                                                          |   |                                                                             |   |                                                                            |   |                  |   |                                     |    |                                                                       |   |    |   |   |    |   |   |   |      |   |
|---------------------------------------------------------------|--------|----------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------|--------|-----------------------|--------|------------------------------------------|---------|----------------------------------------------------------------------------|--------|---------|--------|--------|---------|--------|--------|--------|-----------|--------|
| **Description**                                               |   | **Balance at                        Beginning of                        Period** |   | **Charged to                        Costs and                        Expenses** |   | **Write-off’s** |   | **Other                        Changes** |    | **Balance at                        End of                        Period** |   |
| Deferred tax asset                        valuation allowance |   |                                                                             |   |                                                                            |   |                  |   |                                     |    |                                                                       |   |    |   |   |    |   |   |   |      |   |
|                                                          |   |                                                                             |   |                                                                            |   |                  |   |                                     |    |                                                                       |   |    |   |   |    |   |   |   |      |   |
| Year ended December 31,                        2007           |   |                                                                             | $      | 3,055,111                                                                       |   |                  |   | $                                        | 550,313 |                                                                       |   | — |   |   | — |   |   | $      | 3,605,424 |   |
| Year ended December 31,                        2006           |   |                                                                             | $      | 2,068,421                                                                       |   |                  |   | $                                        | 986,690 |                                                                       |   | — |   |   | — |   |   | $      | 3,055,111 |   |

F-16

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