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

                                FORM 10-KSB/A - 1

                                   (Mark One)

  [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934 for the fiscal year ended December 31, 2000

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

                         Commission file number: 0-5667
                              LE@P TECHNOLOGY, INC.
                 (Name of small business issuer in its charter)

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

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


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

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

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

The issuer's revenues for its fiscal year ended December 31, 2000 were $0.

The aggregate market value of the common equity held by non-affiliates as of
April 20, 2001 was approximately $702,650 million based on the $.55 closing bid
price for the common stock quoted on the OTC Bulletin Board on such date. For
purposes of this computation, all executive officers and directors of the
registrant have been deemed to be affiliates. Such determination should not be
deemed to be an admission that such directors and officers are, in fact,
affiliates of the registrant.

The number of shares of Class A Common Stock of the issuer outstanding as of
April 20, 2001 was 33,581,203. The number of shares of Class B Common Stock of
the issuer outstanding as of April 20, 2001 was 25,000.

                       DOCUMENTS INCORPORATED BY REFERENCE
None

Transitional Small Business Disclosure Format:  Yes [  ]   No [XX]

<PAGE>

                                EXPLANATORY NOTE


This amendment is being filed in order to provide the information required in
Part III of the Company's Annual Report on Form 10-KSB filed with the Securities
and Exchange Commission on March 30, 2001.

                                    PART III


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


The following table sets forth the names and ages of all directors and executive
officers and all persons nominated or chosen to become such and positions held
with respect to each executive officer of the Company as of April 20, 2001.

 Name                      Age     Position                   Since
 M. Lee Pearce, MD         70      Chairman of the Board      April 5, 1999
                                   Class B Director           April 5, 1999

 Robert G. Tancredi, MD    63      Chief Executive Officer    April 15, 1999
                                   Class B Director           April 2, 1999

 Timothy C. Lincoln        41      Class B Director           July 5, 2000

 Thomas M. Ferguson        61      Class A Director           April 2, 1999 (1)

 John J. Rydzewski         48      Class A Director           April 2, 1999

 Jose B. Valle             52      Class A Director           July 5, 2000

 Laurence B. Brody, DDS    68      Class A Director           July 5, 2000

(1)  Mr. Ferguson served as a Class B Director from February 1997 to
     April 2, 1999.

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

                                       2
<PAGE>


Dr. Pearce is a member of the Board of Fellows of the Harvard Medical School and
serves as a pro-bono consultant to the Mayo Foundation and the Mayo Medical
Ventures. He also serves on the Board of Trustees of the University of Miami
where he is also a member of the George E. Merrick Society. In addition to Dr.
Pearce's medical degrees, he also received a J.D. degree from the University of
Miami and is a member of the Florida Bar and the American Bar Association.

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

Thomas M. Ferguson has served as a Class A Director of the Company since April
1999. Mr. Ferguson was the Company's Chairman of the Board and a Class B
Director from February 7, 1997 to April 2, 1999, and President and Chief
Executive Officer of the Company from August 14, 1996 to April 2, 1999. Since
1992, he has been a Director, Chairman and President of First Stanford
Corporation, a private advisory company engaged in providing services
principally with respect to maritime transactions and the development of
strategic business and financial plans for national and international companies.
Mr. Ferguson serves as a director of Camber Companies, LLC. Mr. Ferguson is the
sole stockholder, officer and Director of First Magnum Corporation. Mr. Ferguson
received a Bachelor of Arts degree from Florida State University.

John J. Rydzewski has served as a Class A Director of the Company since
April 1999. Since 1993, Mr. Rydzewski has been an investment banker specializing
in health care finance and has been a principal of Benedetto, Gartland &
Company, Inc., an investment banking firm. Mr. Rydzewski was previously a Vice
President in the Health Care Finance Group of Kidder, Peabody & Co. and a
manager at Price Waterhouse & Co. Mr. Rydzewski previously served as Chairman of
the Board of ARV Assisted Living, Inc. and as a director of United Medical and
Maxim Healthcare Corporations. Mr. Rydzewski received a Master of Business
Administration Degree and a Bachelor of Science Degree from the Wharton School
of the University of Pennsylvania. Mr. Rydzewski was also a Director of
Healthology, Inc. from March 2001 to March 2001.


                                       3
<PAGE>

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

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

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

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

                                       4
<PAGE>

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

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

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

Certain of the Company's directors were late in filing several of these
forms. Messrs. Brody, Lincoln and Valle did not timely file initial reports of
ownership on Form 3 following their election to the Board of Directors in July
2000. The initial ownership positions of these directors were, however,
disclosed by the Company in its last proxy statement. Mr. Lincoln also did not
file timely a Form 4 with regard to a purchase transaction in December, 2000.
Dr. Pearce did not timely file a Form 4 with respect to his acquisition of
additional shares of Class A Common Stock in the months of June, September,
October and December 2000. Such acquisitions by Dr. Pearce were made pursuant to
a funding commitment between Dr. Pearce and the Company, with the number of
shares issuable thereunder having been timely reported on Form 4 by Dr. Pearce
and disclosed in various reports of the Company. Messrs. Tancredi and former
Chief Financial Officer, Cecilio Rodriguez, did not timely file a Form 5
reporting options granted to them in the last fiscal year. Such options had been
previously reported by the Company in its last proxy statement.

The Company believes that each of the foregoing untimely filings was inadvertent
and has taken action to assist its directors and executive officers in
timely complying with the requirements of Section 16(a) in the future.

Based solely on its review of the copies of such reports furnished to the
Company or written representations that no other reports were required, the
Company believes that all other Section 16(a) filing requirements applicable to
its officers, directors and greater than ten percent beneficial owners were
complied with during the year ended December 31, 2000.


                                       5
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth certain summary information for the years
indicated concerning the compensation awarded to, earned by, or paid to (i)
those persons serving as the Company's Chief Executive Officer during the 2000
fiscal year, (ii) the other four most highly compensated Executive Officers of
the Company who were serving as such at December 31, 2000, and (iii) up to two
additional individuals who had served as an Executive Officer of the Company
during the 2000 fiscal year but who were not Executive Officers at December 31,
2000, except that persons referred to in clauses (ii) and (iii) above generally
are not included in the table if they received total annual salary and bonus of
$100,000 or less for 2000. The persons named in this table are collectively
referred to as the "Named Executive Officers."

<TABLE>
<CAPTION>

                                         Summary Compensation Table
                                                                                                Long-Term
                                                           Annual Compensation                Compensation
                                                                               Other           Securities
                                                   Salary       Bonus          Annual          Underlying
     Name and Principal Position        Year        ($)           ($)       Compensation        Options/
                                                                              ($) (2)           SARs (#)
-------------------------------------- -------- ------------- ----------- ----------------- ------------------

<S>                                    <C>          <C>         <C>           <C>               <C>
Robert G. Tancredi, MD (1) (3)         2000         $300,000    $270,000      $12,000           450,000
President and Chief Executive Officer  1999          228,846         -0-       77,000               -0-
                                       1998              -0-         -0-          -0-               -0-
-------------------------------------- -------- ------------- ----------- ----------------- ------------------

Cecilio M. Rodriguez (4)               2000         $130,510        $-0-      $31,000           375,000
Chief Financial Officer                1999          112,550         -0-          -0-               -0-
                                       1998              -0-         -0-          -0-               -0-
-------------------------------------- -------- ------------- ----------- ----------------- ------------------
</TABLE>

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

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

(3) Dr. Tancredi is a member of PearTan, LLC of which he and Dr. Pearce are
    the sole members. PearTan owns 2,000,000 shares of the Company's Class A
    Common Stock. Pursuant to the applicable governing documents of PearTan,
    upon any liquidation of PearTan (including the sale of the foregoing
    2,000,000 shares) and after return of the members respective capital
    contributions, Dr. Tancredi is entitled to receive from the proceeds of
    liquidation an amount which effectively gives him certain economic rights
    to 300,000 shares plus up to an additional 800,000 shares, subject to
    vesting. Subject to the satisfaction of certain vesting criteria, Dr.
    Tancredi's rights in the foregoing 800,000 shares vest at the rate of
    200,000 per year on each April. As of December 31, 2000, a total of
    400,000 of such shares had vested.  "Other Annual Compensation" paid in 2000
    consists of a $12,000 automobile allowance.  "Other Annual Compensation"
    paid in 1999 consists of a $2,000 automobile allowance and a $75,000
    consulting fee paid for services rendered prior to his hiring as President
    and Chief Executive Officer.

(4) Mr. Rodriguez resigned as Chief Financial Officer of the Company effective
    September 30, 2000.  "Other Annual Compensation" consists of $31,000 in
    consulting fees for services rendered to the Company after Mr. Rodriguez's
    resignation as Chief Financial Officer.


                                       6
<PAGE>

The Company's Stock Option Plans

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

The Company granted options pursuant to the 1999 Plan during the year ended 2000
to each of the following Named Executive Officers:

                        OPTION GRANTS IN LAST FISCAL YEAR
                                Individual Grants

                            Number of      Percent of
                           Securities     Total Option
                           Underlying      Granted To      Exercise
                             Option       Employees in      Price   Expiration
Name                       Granted (#)     Fiscal Year      ($/Sh)     Date
----------------        ----------------  ------------    -------- ------------
Robert G. Tancredi, M.D.    450,000           38%           $3.50    2/28/10
Cecilio M. Rodriguez        375,000           32%           $3.50    1/01/01 (1)
----------------

(1) Pursuant to the terms of the option granted to Mr. Rodriguez, such options
expired 90 days after the date of termination of his employment with the
Company.


There were no stock option exercises by the Named Executive Officers during
2000. The following table contains information about unexercised stock options
held at the end of 2000 by Named Executive Officers.

                           Year-End 2000 Option Values

                                                         Value of Unexercised
                             Number of Securities        In-the-Money Options
                              Underlying Options           at FY-End ($)
        Name                     at FY End(#)              (Exercisable)
  Robert G. Tancredi, M.D.       450,000 (1)                    -0-
  Cecilio M. Rodriguez           375,000 (2)                    -0-
  -----------------------------------------------------------------------------

(1) 150,000 of these options were exercisable at year end.
(2) 125,000 of these options were exercisable at year end.

                                       7
<PAGE>

Employment Contracts

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

Meetings and Committees of the Board of Directors

The Company's Board of Directors held three meetings during the year ended
December 31, 2000. Board members are paid $500 for each meeting attended and
reimbursed for associated expenses of attendance at such meetings. The Company's
Compensation Committee consists of Thomas M. Ferguson and John Rydzewski. During
2000, the Compensation Committee did not meet. The Compensation Committee
reviews existing and proposed compensation plans, programs and arrangements both
for officers of the Company and for certain non-officer employees. The Committee
may also grant stock options and awards restricted stock to key employees,
including officers and members of the Board, in accordance with the terms of the
Company's stock option plans. The full Board of Directors, and not the
Committee, is authorized to grant or award compensation, options or restricted
stock to any officer or employee who is also a Director and a member of the
Compensation Committee.

The Company's Audit Committee consists of Laurence B. Brody and Jose B.
Valle. During 2000, the Audit Committee met three times. The Audit Committee
will review the scope of the accountants' engagement, including the remuneration
to be paid, and will review the independence of the accountants. The Audit
Committee, with the assistance of the Company's Treasurer and Chief Financial
Officer and other appropriate personnel, will review the Company's annual
financial statements and the independent auditor's report, including significant
reporting and operational issues; corporate policies and procedures as they
relate to accounting and financial reporting and financial controls; litigation
in which the Company is a party; and use by the Company's Executive Officers of
expense accounts and other non-monetary perquisites, if any. The Audit Committee
may direct the Company's legal counsel, independent auditors and internal audit
staff to inquire into and report to it on any matter having to do with the
Company's accounting or financial procedures or reporting.

No Director attended fewer than 75% of the meetings of the Board of Directors or
of any committee on which such Director served during the year ended December
31, 2000.

                                       8
<PAGE>


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows, as of April 20, 2001, the Common Stock owned
beneficially by (i) each Director of the Company, (ii) each Executive Officer,
(iii) all Directors and Executive Officers as a group, and (iv) each person
known by the Company to be the "beneficial owner" of more than five percent (5%)
of such Common Stock. "Beneficial ownership" is a technical term broadly defined
by the Securities and Exchange Commission to mean more than ownership in the
usual sense. For example, you "beneficially" own Common Stock not only if you
hold it directly, but also if you indirectly (through a relationship, a position
as a Director or trustee, or a contract or understanding), have (or share the
power to vote the stock, or sell it) the right to acquire it within 60 days.
Except as disclosed in the footnotes below, each person has sole voting and
investment power over his or her shares. As of April 20, 2001, there were
33,581,203 shares of Class A Common Stock issued and outstanding and 1,510
holders of record, and 25,000 shares of Class B Common Stock issued and
outstanding and one holder of record. In addition, there are 2,170 shares of
Series B Preferred Stock issued and outstanding and one holder of record.

<TABLE>
<CAPTION>
                                                            Shares          Percentage           Title
                                       Current           Beneficially      Beneficially           Of
           Name (1)                     Title               Owned             Owned              Class

<S>                                <C>                    <C>                  <C>         <C>
M. Lee Pearce, M.D.                Class B Director,      32,358,894 (2)       94.5%         Class A Common
                                   Chairman of the            25,000 (3)        100%         Class B Common
                                   Board of Directors          2,170 (7)        100%       Series B Preferred
--------------------------------------------------------------------------------------------------------------

Robert G. Tancredi, M.D. (4)       Class B Director,           2,300,000        6.8%         Class A Common
                                   Chief Executive
                                   Officer
--------------------------------------------------------------------------------------------------------------

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

Laurence B. Brody                  Class B Director                  500         *          Class A Common
--------------------------------------------------------------------------------------------------------------

Thomas M. Ferguson (5)             Class A Director            1,072,675        3.1%         Class A Common
--------------------------------------------------------------------------------------------------------------

John J. Rydzewski (6)              Class A Director              328,279         *           Class A Common
--------------------------------------------------------------------------------------------------------------

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

All Directors and Executive                                   34,062,601       96.3%         Class A Common
Officers as a Group (7 Persons)                                   25,000        100%         Class B Common
                                                                   2,170        100%       Series B Preferred
--------------------------------------------------------------------------------------------------------------
-------------
*Less than 1%.
</TABLE>

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

                                       9
<PAGE>

(2)  The shares beneficially owned by Dr. Pearce (i) include 28,982,703 shares
     of Class A Common Stock, which are owned by the M. Lee Pearce 1998
     Irrevocable Trust of which Dr. Pearce is the 100% beneficial owner, (ii)
     include 2,000,000 shares of Class A Common Stock which are owned by
     PearTan, LLC of which Dr. Pearce is a member. (Dr. Pearce and Dr. Tancredi
     share voting power on all of the shares owned by PearTan; provided,
     however, that if they are unable to agree on any such vote, then Dr.
     Tancredi has the right to direct the vote of 700,000 of such shares and Dr.
     Pearce has the right to direct the vote of the balance of 1,300,000 of such
     shares), (iii) include 700,000 shares of Class A Common Stock which are
     owned by Broward Trading Corporation of which Dr. Pearce is the sole
     shareholder, and (iv) include subscription rights to purchase 676,191
     shares of Class A Common Stock pursuant to a funding agreement with the
     Company dated March 31, 2000. The calculation of Dr. Pearce's beneficial
     ownership percentage does not take into account the exercise of options
     held by third parties, including options held by other officers and
     directors.

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

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

(5)  Includes (i) options to purchase up to 800,000 shares of Class A Common
     Stock, all of which are fully vested and exercisable, and (ii) 157,675
     shares held by First Magnum Corporation and (iii) 115,000 shares held by
     Mr. Ferguson. As sole stockholder of First Magnum Corporation, Mr. Ferguson
     has voting and investment power over First Magnum Corporation's shares of
     Common Stock of the Company. The calculation of Mr. Ferguson's beneficial
     ownership percentage takes into account his exercise of outstanding
     options. Such calculation does not take into account the exercise of
     options and warrants held by third parties, including options and warrants
     held by other officers and directors.

(6)  The calculation of Mr. Rydzewski's beneficial ownership percentage does not
     take into account the exercise of outstanding options and warrants held by
     third parties, including options and warrants held by other officers or
     directors.

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


                                       10
<PAGE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

OAKRIDGE Transaction

On September 30, 1999, the Company completed a transaction the ("Oakridge
Transaction") pursuant to which its then wholly-owned subsidiary, OHI (which,
through its subsidiaries, owned, operated and managed a comprehensive outpatient
medical, diagnostic and surgical facility and physician practice business
located in Fort Lauderdale, Florida), became a wholly-owned subsidiary of
Oakridge Outpatient Center, Inc., ("Oakridge"). All of the outstanding capital
stock of Oakridge was held by Gary Matzner, Rudy Noriega and Doyle Campbell,
M.D. Immediately prior to the Oakridge Transaction, Mr. Matzner was OHI's
general counsel, Mr. Noriega was OHI's president and Dr. Campbell was a
physician employee of a subsidiary of OHI. The terms of the Oakridge Transaction
were the result of arms-length negotiations between the parties. OHI's business
constituted the only active business operations of the Company at that time. The
Company has no ownership interest in Oakridge.

The Company's strategy for OHI's business was based upon its belief that
sophisticated outpatient medical, diagnostic and surgical facilities would
become the preferred delivery model for a significant portion of healthcare.
During 1998 and 1999, the Company developed and operated the Oakridge
Comprehensive Outpatient Center (the "Oakridge Center") as its first outpatient
facility.

                                       11
<PAGE>

The Oakridge Center served the Fort Lauderdale and northern Broward County
communities and was intended to be the prototype for other outpatient centers.
In the operation of the Oakridge Center, the Company incurred start-up losses
significantly greater than anticipated due to a variety of factors, including
third party actions adverse to OHI which the Company believes adversely impacted
the use of the Center by physicians and patients. Despite the Company's
continued belief that sophisticated outpatient centers are a preferred delivery
model for healthcare, the start-up losses of the Oakridge Center indicated
greater risk than the Company was prepared to undertake. Accordingly, after
presentation to the Company of an offer whereby an investor group comprised of
certain members of OHI's management would form a new corporation, Oakridge, and
invest working capital in OHI's outpatient business (in addition to receiving
certain supplemental loans directly from an affiliate of Dr. Pearce), OHI was
merged into a subsidiary of Oakridge for a nominal payment and assumption by the
surviving company of all liabilities of OHI and its subsidiaries. In addition,
in the merger, the Company assigned to Oakridge its claims against third parties
that had taken actions adverse to the Company and received the right to certain
contingent payments from the proceeds of any legal actions against such third
parties. There can be no assurance that, if a legal action is instituted, it
will be successful, or even if successful, will result in any payment to the
Company.

The foregoing description of the Oakridge Transaction is qualified in its
entirety by reference to the Merger Agreement filed as an exhibit to the
Company's For 8-K dated September 30, 1999. For further information relating to
the Oakridge Transaction, including limitations on the Company's ability to
participate in any potential litigation recovery, please refer to the Company's
Form 8-K dated September 30, 1999.

THOMAS M. FERGUSON

Effective April 2, 1999, the Company entered into a one year consulting
agreement ("FSC Agreement") with First Stanford Corporation ("First Stanford"),
whose sole stockholder, officer and director is Thomas M. Ferguson, a Class A
Director of the Company (as of April 2, 1999) and the former Chief Executive
Officer, President and Class B Director of the Company (to April 2, 1999). Under
the terms of the FSC Agreement, First Stanford provided advisory services with
respect to strategic and financial planning, marketing programs, corporate
organization and structure and other general corporate matters. In connection
with the performance of its services, First Stanford received $15,000 per month
(for a total of $180,000 during the one year term of the FSC Agreement). The
terms and conditions of the FSC Agreement were with the benefit of arm's length
negotiations. The FSC Agreement ended by its terms on April 1, 2000.

M. LEE PEARCE, M.D.

Generally

M. Lee Pearce M.D., the Company's Chairman of the Board and its majority
stockholder, directly or indirectly, owns a number of entities with which the
Company, and its wholly-owned subsidiaries, does or has done business. The
majority of these affiliated transactions related to the operations of OHI,
which as of September 30, 1999 are no longer owned by the Company. In
particular, Dr. Pearce (i) is the beneficial owner of North Ridge Va., Ltd.
("VAL"), the entity which owns the building where the Oakridge Center is located
and was operated and leased by subsidiaries of OHI, (ii) is the beneficial owner
of a substantial majority of North Ridge Medical Plaza, Ltd. ("NRMP"), which
owns the building where the Company leases a suite for its corporate office and
where subsidiaries of OHI leased office suites for physician, executive offices,
and for a cardiac catheterization laboratory ("Cath Lab"), and (iii) is the
beneficial owner of Oakridge Medical Group Realty, Inc. ("Realty"), a Florida
corporation that is controlled by an affiliate of the Dr. Pearce, which owns two
buildings that housed the offices of certain physician employees of a subsidiary
of OHI.

                                       12
<PAGE>

Following the Oakridge Transaction, the Company now leases 2,060 square feet of
office space in the NRMP pursuant to a lease expiring in 2004. The lease has a
current annual rental rate of approximately $42,000, adjusted annually for
inflation. Prior to the Oakridge Transaction, affiliates of Dr. Pearce had
agreements with subsidiaries of OHI as set forth below.

Funding Arrangement

Since the fourth quarter of 1999, the Company has funded its operations and its
investments through proceeds from affiliates of Dr. Pearce pursuant to a
commitment dated September 30, 1999 to provide or arrange for funding of up to
ten million dollars (the "Funding Commitment"). Through March 31, 2001, the
Company had received an aggregate of $7.5 million pursuant to this Funding
Commitment. On March 31, 2000, the Company and Dr. Pearce agreed that all funds
contributed pursuant to the Funding Commitment would be treated as a
subscription for additional shares of the Company's Class A Common Stock at the
purchase price of $5.25 per share. Accordingly, through March 31, 2001, an
aggregate of 1,428,571 shares of Class A Common Stock had been issued to Dr.
Pearce or his affiliates pursuant to such agreement.

Activities Involving The Company's Former OHI Business

 Lease Agreements between OHI Subsidiaries and Certain Affiliates of Dr. Pearce

At the time of the Oakridge Transaction, OHI was in the process of entering into
a definitive lease agreement with VAL, for the lease of the Oakridge Center.
Such lease was anticipated to be a triple-net lease, however, the specific terms
of the lease were in the process of being negotiated. It was anticipated that
the annual rental under such lease would be based on fair market rates and that
the balance of the material terms would be no less favorable than could be
obtained by the Company from unaffiliated parties in an arm's length
transaction.

OHI also expected to enter into a written lease agreement with NRMP for the Cath
Lab to consist of approximately 5,700 square feet. The agreement had not been
fully negotiated or executed at the time of the Oakridge Transaction. The annual
rental under such lease was anticipated to be based on fair market rates and the
balance of the material terms was anticipated to be no less favorable than could
be obtained by OHI from unaffiliated parties in an arm's length transaction.

                                       13
<PAGE>

 Lease of Administrative and Physician Offices

Through one or more of its subsidiaries, OHI leased four suites from NRMP. These
suites were used for administrative and physician offices. The office suites
each leased for approximately $18 per square foot on a month-to-month basis,
which is consistent with the amount paid by and terms of arrangements between
NRMP and non-affiliated tenants. As of the date of the Oakridge Transaction, OHI
had not entered into definitive written agreements with NRMP. It was anticipated
that the annual rental under such leases would be based on fair market rates and
that the balance of the material terms would be no less favorable than could be
obtained by the Company from unaffiliated parties in an arm's length
transaction.

Through its subsidiaries, OHI also leased approximately 16,000 square feet at
$18 per square foot, on a month to month basis from Realty. These rates were
established by an independent appraisal firm. As of the date of the OHI
Transaction, OHI had not entered into a definitive written agreement with
Realty.

  Credit Support of Certain Company Obligations

OHI and its subsidiaries had entered into lease and loan agreements relating to
computer hardware and software, office equipment and medical equipment. The
total amount of such lease and loan obligations was approximately $9.0 million.
In connection with these lease and loan obligations, Dr. Pearce provided credit
support for the issuance of letters of credit in favor of the lessors and
creditors. The amounts of the letters of credit totaled approximately $1.8
million.

  Guarantees of Other Contractual Obligations

Certain affiliates of Dr. Pearce provided limited guarantees of certain
contractual obligations of subsidiaries of OHI, including, among other items,
agreements with certain employees entered into before any significant
capitalization of OHI.


 JOHN J. RYDZEWSKI

Mr. Rydzewski is a principal in Benedetto Gartland and Company, Inc., an
investment-banking firm providing services to the Company ("BGC"). In connection
with the Company's agreement with the BGC, the Company paid fees and expenses of
$465,923 and $179,939 and issued 300,000 and 150,000 shares of Class A Common
Stock during the year ended December 31, 1999 and the three-month period ended
March 31, 2000, respectively. In addition, the Company's majority stockholder,
Dr. Pearce, transferred 150,000 shares of his Class A Common Stock to BGC in
connection with services provided in the Reverse Merger. The agreement with BGC
expired by its terms on March 31, 2000. Additional placement fees and share
purchase rights may be earned by BGC upon the occurrence of certain events,
including certain future sales of securities by the Company and when the Company
makes investments which are facilitated by or require the assistance of BGC.

In addition to the fees described above, as compensation for services provided
to the Company by BGC in connection with the Company's investment in
Healthology, Inc. in March 2000, 5% of the 3,211,453 shares acquired by the
Company at a cost of $1.00 per share were transferred to BGC. The Company
retained voting control over all such shares.

                                       14
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ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

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


(a)      Exhibits


               None



                                       15
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                                   SIGNATURES


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



                                             LEAP TECHNOLOGY, INC.

                                             By: /s/ Robert G. Tancredi, M.D.
                                             --------------------------------
                                             Chief Executive Officer

Dated:   April 30, 2001