<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC   20549
                                  FORM 10-KSB

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

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

COMMISSION FILE NUMBER 0-5567

                          SEAL HOLDINGS CORPORATION
                 (Name of small business issuer in its charter)

               Delaware                                        65-0769296
       (State of Incorporation)                           (IRS Employer ID No.)
                                                                
     125 WORTH AVENUE, SUITE 314
         PALM BEACH, FLORIDA                                   33480-4466
(address of principal executive offices)                       (zip code)

            (561) 833-5111
      (issuer's telephone number)
 
Securities registered under Section 12(b) of the Act:     None

Securities registered under Section 12(g) of the Act:     Class A Common
                                                          Stock, par value $.20

Check whether the issuer (1) 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 pursuant to Item 405 of
Regulation S-B contained herein, 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]

State issuer's revenues for its most recent fiscal year:.........  $   25,267

State the aggregate market value of the voting stock held by 
non-affiliates of the Registrant as of March 16, 1999:...........  $3,469,300

State the number of shares outstanding of the issuer's classes of 
common stock as of March 16, 1999:
 
Class A common stock, $.20 par value           1,238,525 shares
Class B common stock, $.20 per value              25,000 shares

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement for its Annual Meeting of 
Stockholders, which will be filed within 120 days from the end of the fiscal
year covered by this Annual Report on Form 10-KSB, are incorporated by
reference into Part III hereof.

Transitional Small Business Disclosure Format (check one)

Yes      No  X
   -----   -----
<PAGE>
                                PART I

Item 1.  DESCRIPTION OF BUSINESS

Business Development - The History of Seal Holdings Corporation

Seal Holdings Corporation ("the Company") is a corporation organized in
March 1997 under the laws of the State of Delaware as a wholly owned
subsidiary of the then registrant, Seal Fleet, Inc., and is the successor
thereof as herein described.

As used in this report, the terms "Seal" and "the Company" may refer 
to Seal Holdings Corporation and its subsidiaries or its predecessor companies 
unless the context indicates otherwise.

Prior to 1979, Seal's primary business was life insurance with the Company 
operating under the name "First National Corporation."  In 1979, the Company 
went through a quasi-reorganization. It sold its insurance business, had a 
simultaneous reverse and forward stock split, purchased an offshore service 
boat company, and amended its Articles of Incorporation to change its name 
from First National Corporation to Seal Fleet, Inc. to describe the nature of 
its business.

On August 14, 1996, with stockholder approval, Seal Fleet sold its 
operating assets to Hvide Marine Incorporated (Hvide) and left the offshore
supply business.  Several factors led the Company to sell its marine assets.

The Company was in default on its debt of over $7 million, had a negative
net worth, and had only minimal continuing marine operations remaining.  The
Company was in competition with large marine companies capable of making
significant investment which increased the difficulty for small companies,
such as Seal to compete.  Because of the overall financial condition of
the offshore marine industry, the prices for the Company's supply boats 
reached levels where the Company concluded that it was appropriate to
sell its marine assets and transform the nature of its business.

At the Annual Meeting of Stockholders held on May 14, 1997, several
proposals were approved to implement the new direction of the Company.
To reduce the administrative costs associated with maintaining shareholders
with fewer than 50 shares, the stockholders approved the purchase of such
shares through a reverse stock split of the Company's Class A and Class
B common stock.  On June 30, 1997, the Company effected a one share for fifty
shares reverse stock split of the common stock, immediately followed by a 
twenty-five shares for one share forward stock split of the Company's common
stock.  The reverse stock split resulted in all shares being purchased
from stockholders holding fewer than 50 shares, and excess shares over even
multiples of fifty shares from stockholders holding more than fifty shares.
Of the outstanding shares in Seal Fleet, Inc. prior to the reverse split,
approximately 65,200 shares were purchased at a price of $.70 per share.  
This share repurchase resulted in an insignificant change in the relative
percentage of total shares held by individual stockholders.

                                  -2-
<PAGE>  
Also approved at the 1997 Annual Meeting of Stockholders was the 
Reincorporation Proposal whereby the Company's state of incorporation was 
changed from Nevada to Delaware as a result of the merger of the Company into 
its wholly-owned subsidiary, Seal Holdings Corporation, a Delaware corporation.
The stockholders also approved a proposal to increase the number of 
authorized shares of Class A common stock to 14,975,000 shares and to
create a class of preferred stock (no preferred stock has been issued
by the Company as of the date hereof).  Finally, the stockholders approved 
the removal of a restriction requiring the Board of Directors to seek 
stockholder approval of an initial acquisition in its transformation process, 
to the extent that such approval is not required by applicable law.

In this report, reference is made to the "discontinued operations."  This term
refers to the business of the Company prior to August 14, 1996.

The Company's business objective has been the acquisition or development of 
one or more operating businesses with growth potential.  In mid-1997, the 
Company identified health care services as a business opportunity of 
particular promise, and announced that it intended to utilize cash, equity, 
debt or a combination thereof in effecting such acquisitions or development.

During the second half of 1997 the Company contracted with two senior 
healthcare executives to hold key management positions in its newly 
established subsidiary, Primary Care Medical Centers of America, Inc. 
("PCMC").  PCMC then set out to organize and develop a Physician Practice 
Management Company (a "PPM") including a nationwide assemblage of multi-
disciplinary medical centers staffed by orthopedists, neurologists, 
physiatrists, chiropractors, podiatrists, physical therapists and affiliated 
service providers who work together to offer a coordinated inter-disciplinary
approach to the treatment of musculoskeletal injury and the management of
neuromuscular disease.

See "ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS" for a discussion of developments during 1998.


Principal Products and Services

The Company can presently be described as an acquisition company, and as such
has no direct products or services.  The Company has devoted substantial 
resources to pursuing the Camber and OH, Inc. opportunities.


Significant Customers

The Company currently has no customers.


Competitive Conditions

The Company faces intense competition in its efforts to acquire operating
businesses.  Many other companies seeking to acquire businesses have
greater resources than does the Company.


Governmental Regulations

It is possible that the Company, through its investment in Camber or its 
exchange of securities with OH, Inc. or through one or more additional 
acquisitions, might be subjected to significant governmental regulation in 
the operation of its business.

                                  -3-
<PAGE>  
Environmental Disclosure.

It is possible that in pursuing its business operations laws and governmental 
regulations regarding environmental quality control may have a significant 
effect upon the Company.


Number of Employees.

Currently, the Company employs three people, in addition to using consultants 
and accounting and legal professionals.  None of the Company's employees is 
represented by a labor union.


ITEM 2.  DESCRIPTION OF PROPERTY

The Company

The corporate and general offices of the Company are located in leased space of
approximately 1,950 square feet in Palm Beach, Florida.  This lease expires on 
March 31, 2002.

The Company also rents public warehouse space in West Palm Beach for storage of
Company records.  This rental agreement is "month to month."


ITEM 3.  LEGAL PROCEEDINGS

The Company is involved only in litigation which it deems to be in the 
ordinary course of the discontinued operations which it conducted 
prior to August 14, 1996.  Some of this litigation has to do with boat 
employee injury claims which are insured.  Additional cases are maritime
asbestos claims against the Company.  On May 1, 1996, the asbestos claims
were administratively dismissed subject to reinstatement on motion of 
plaintiff's counsel.  It is expected that all of these cases will be
reinstated in the future.  The Company is presently unable to determine 
what, if any, impact these cases could have upon the Company. 


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

No matter was submitted to a vote of security holders during the fourth quarter
of 1998 through the solicitation of proxies or otherwise.











                                  -4-
<PAGE>
                                    PART II

ITEM 5.  MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION

There is no public market for the Class B common stock, all of which is owned 
by First Magnum Corporation, an entity wholly owned by Mr. Thomas M. 
Ferguson, the Company's Chairman, President and Chief Executive Officer.

The Class A common stock (1,323,375 shares issued, including 84,850 shares
held in treasury, as of March 16, 1999) is publicly traded in the over-the-
counter market under the symbol SEAH.  Through November 1987, the Company's
shares were listed on the National Association of Securities Dealers Automated
Quotation ("NASDAQ") under the symbol SEALA.  At that time, NASDAQ dropped the
listing because the Company no longer maintained the required equity level.
Since November 1987, the stock has been listed on the National Daily Quotation
Service ("Pink Sheets").  The following table provides information regarding 
the average high/ask, low/bid prices for Class A common stock during the periods
indicated.


                       1998         1997         1996
                    HIGH   LOW   HIGH   LOW   HIGH   LOW  
                    ----  ----   ----  ----  ----  ---- 
First Quarter      $ .95 $ .73  $1.43 $ .96  $ .62  $.38   
Second Quarter      1.31  1.06   1.33  1.08    .88   .50   
Third Quarter       1.85  1.58   1.33   .83   1.12   .50   
Fourth Quarter      2.14  1.87   1.13   .94   1.38   .76   


Prices prior to June 30, 1997 have been adjusted to reflect the impact of the
one-for-two reverse/forward stock split.  The resulting prices are not 
necessarily indicative of what actual prices would have been had the reverse/
forward stock split occurred prior to June 30, 1997.

The high and low price information set forth above was taken from the 
CompuServe-provided database of historical stock pricing.  These prices are 
inter-dealer price quotations, which do not include retail mark-ups, mark-
downs or commissions and may not represent actual transactions.


HOLDERS

The number of stockholders of record as of December 31, 1998, was 1,580 for
Class A common stock and one for Class B common stock.  Stockholders of 
record for the Class A common stock include 1,034 stockholders of Seal Fleet,
Inc. who have yet to convert their shares into those of Seal Holdings 
Corporation following the reverse/forward split and merger of Seal Holdings 
Corporation into Seal Fleet, Inc. on June 30, 1997.  

 
DIVIDENDS

The Company has no plans to declare or pay dividends, in cash or otherwise, in 
the foreseeable future.  Any change in those plans in the future will depend 
on earnings, if any, of the Company, its financial requirements and other 
factors.  The Company has never had any redeemable preferred stock.

                                 -5-
<PAGE>
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
         CONDITION AND RESULTS OF OPERATIONS

GENERAL

During the year 1998, the Company invested in developing health care expertise 
in order to advance its decision to engage in acquisitions or investments in 
that business sector.  

As reported earlier, in 1997, the Company employed two senior executives, 
knowledgeable in health care, and utilized consultants, accountants and 
attorneys in developing a business strategy and in negotiating with physicians 
for the purpose of establishing a network of centers for the treatment of 
musculo-skeletal injuries and disease.  The network concept embodies the 
establishment of a multi-disciplinary regimen of integrated care using 
different medical disciplines in the treatment, diagnoses, ancillary testing
physical and occupational therapy and rehabilitation of patients.  The Company
continued to develop the concept and study both public and private financing 
options during 1998.

By late 1997 the Company had assembled a sufficient number of practices under 
Letters of Intent to proceed toward a public offering of PCMC's common stock. 
From a number of investment banks considered, Prudential Securities was 
selected to assist the Company through an IPO. The development of a registration
statement proceeded. By early 1998, however, it became apparent that the 
public's interest in PPMs had waned in spite of projections of PCMC growth, 
which were based on "same store growth" achieved through formation of a
group practice and capture of ancillary medical services within this practice.

In seeking the necessary capitalization to accomplish its goals, Seal entered 
into a Joint Development Agreement with Monsanto Company (NYSE: MTC) in the 
Spring of 1998.  Reflecting its endorsement of PCMC's business plan, Monsanto 
Health Solutions, a division of Monsanto agreed, subject to certain performance 
and other conditions, to provide PCMC with project funding in exchange for the 
opportunity to acquire a portion of PCMC stock. Due to a planned merger of 
Monsanto with American Home Products (NYSE: AHP), Monsanto's business focus
was redefined, and the decision was made to attract outside funding for the
combined PCMC/Monsanto project.

In mid-1998, negotiations began with Kohlberg & Company ("Kohlberg"), a private 
investment firm based in Mt. Kisco, New York, to combine PCMC's physician 
practice management business with Camber Companies, LLC, a Delaware limited 
liability company with a majority interest held by Kohlberg.  As a result of 
a transaction which closed on November 6, 1998, Seal and Monsanto became 
interests holders in Camber with Thomas M. Ferguson, Chairman of Seal, 
becoming a Director of Camber.

In December of 1998, Seal and OH, Inc., a Florida corporation which develops 
and operates comprehensive outpatient medical, diagnostic and surgical 
facilities, announced that they had entered into a securities exchange 
agreement.  Under the agreement, shareholders of OH, Inc. will exchange all 
of their OH, Inc. shares for newly issued shares of common and preferred 
stock of Seal, reflecting 91% of the outstanding Seal shares on a fully 
diluted basis. 


                                  -6-
<PAGE>
Pursuant to the terms of the Agreement and Plan of Exchange dated December 21, 
1998, between the Company and OH, Inc., on or about April 2, 1999, the Company 
will exchange 10,318,419 shares of its Class A Common Stock and 2,000,000 
shares of its newly created Series A Preferred Stock which are convertible 
into an additional 20,000,000 shares of Class A Common Stock for all of the 
issued and outstanding shares of common stock of OH, Inc.  The Series A 
Preferred Stock will be converted into shares of Class A Common Stock
automatically upon the date that an amendment to the Company's Certificate of
Incorporation is filed with and accepted by the Delaware Secretary of State
which provides that the Company is authorized to issue at least 50,000,000
shares of its Class A Common Stock.  The Company intends to submit an 
amendment to increase the authorized number of shares of Class A Common Stock
to 50,000,000 shares at its 1999 annual meeting of shareholders.  If the
amendment is approved by Seal's shareholders, the 2,000,000 shares of Series
A Preferred Stock issued pursuant to the terms of the Exchange Agreement will
be converted into 20,000,000 shares of Class A Common Stock as soon as the
above-referenced amendment is filed with and accepted by the Delaware
Secretary of State.

There can be no assurance that the Company will be successful in its business 
strategy and operations as a result of its investment in Camber or its 
combination with OH, Inc.

Until the OH, Inc. transaction closes, the Company remains effectively 
controlled by First Magnum Corporation ("Magnum") which owns all of the Class 
B common stock and is entitled to elect a majority of the directors of the 
Company.  The sole shareholder of Magnum is Thomas M. Ferguson ("Ferguson"), 
the Company's Chairman, President and Chief Executive Officer.  

Since the Company presently has no operations, the impact of the Year 2000
issue on the Company's financial and other computer systems is not considered
to be significant.


FINANCIAL CONDITION

The Company has satisfied its working capital needs with funds generated 
from interest and dividend income on short-term investments and from funding 
received under the Joint Development Agreement with Monsanto.  Subsequent to 
December 31, 1998, the Company has received additional funding from OH, Inc. 
as a consideration in deferring the closing of the transaction.  When working 
capital needs exceed interest and dividend income and other funding sources, 
short term investments have been liquidated as required. Working capital 
requirements include salaries, travel and other expenses associated with
evaluating possible business combinations and general office expenses.  
Capital expenditures incurred in 1998 consisted of minor purchases of 
furniture and office equipment.

The Company has no outstanding bank debt.

The Company's liquid assets have been diminished in furtherance of the 
development and sale of its physician practice management business. Based on 
the announced exchange of securities with OH, Inc., whereby OH, Inc. will 
become a wholly-owned subsidiary of the Company, the Company believes it will 
have sufficient cash reserves or access to capital at least through December 31,
1999. OH, Inc. is also a development-stage entity.  OH, Inc. anticipates
substantial additional start-up costs and losses, and will require substantial
additional capital to continue operations and implement its business strategy. 
The Company's long-term ability to meet its operating expenses will be dependent
on  its ability to raise additional capital or to complete a business
combination with an entity having sufficient cash flow to meet the Company's
ongoing obligations.  The Company believes it has values that are attractive to
an outside investor, including its Camber investment, the operational and
                                  -7-
<PAGE>
business relationships it has developed, and an attractive equity structure
which includes Common B shares which can elect a majority of the Board of
Directors.  With these values, coupled with management's commitment to keep
the Company viable, the Company feels confident that even it the OH, Inc.
transaction were not to close, it would have sufficient cash reserves to
continue operations through December 31, 1999.


RESULTS OF OPERATIONS

As a result of the sale of the PCMC business to Camber in consideration for 
an equity investment in Camber, offset by substantial expenditures incurred by 
the Company in connection with the physician practice management program, the 
Company generated a profit of $874,693 in 1998. 


RISK FACTORS

The future viability and success of the Company are subject to numerous 
risks and uncertainties, several of which are described below:

     Closing with OH, Inc.  While the Company believes that a closing with 
OH, Inc. will occur on or about April 2, 1999.  Until that closing occurs, 
there can be no assurance the Company will be successful in concluding the 
transaction or that any such transaction will prove beneficial to the Company.

     No Operating History.  The Company has no operating history in any 
line of business which it is likely to select for its future operations.  
There can be no assurance that the Company's activities will be profitable.

     Limited Financial Resources.  The Company's only assets are cash, short-
term investments, its investment in Camber Companies, LLC, and some furniture, 
and equipment. The Company's liquid assets have been diminished in furtherance 
of its investigations towards the acquisition or development of a new line of 
business. The Company's long-term ability to meet its operating expenses will 
be dependent on its combination with OH, Inc., the success of the Camber 
investment or its ability to raise additional capital or to complete a 
business combination successfully with an entity with sufficient cash flow
to meet the Company's ongoing obligations.  Any additional business activity
that the company undertakes may require substantial capital, which may be 
difficult to obtain or may not be available.  
                     
     Dilution or Change in Control.  The Company's business strategy has been 
based on a merger with or acquisition of a private concern, which, in the case 
of the exchange of securities with OH, Inc., will result in the Company 
issuing securities to stockholders of OH, Inc.  This includes the issuance of 
previously authorized and unissued Common Stock of the Company and the 
issuance of preferred stock that is convertible into Common Stock upon the 
approval of an amendment to Seal's Certificate of Incorporation as discussed
above.  This will result in a substantial dilution to present stockholders of
the Company, including a change in control and management of the Company.

     Speculative Nature of the Company.  The success of the Company will depend
to a great extent on the operations, financial condition and management of the
company under the control of the shareholders of OH, Inc. following completion 
of the exchange of securities and the success of the Camber investment.  Both 
businesses.  There can be no assurance that the business plans of OH, Inc. and 
Camber will be successful.

                                   -8-
<PAGE>
     Dependence on Inexperienced Management.  The success of the Company 
largely depends upon the active participation of individuals with experience 
in the business sectors in which the Company becomes involved.  At the present 
time, the Company may not have sufficient experience or expertise in these 
business sectors. Opportunities which may become available to the Company for 
mergers or acquisitions may be lost or delayed as a result of the limited 
amount of experienced resources the Company has to devote to such 
opportunities. Once the Company acquires a business opportunity, including the 
investment in Camber and the projected transaction with OH, Inc., the Company's 
management may change which could result in the need to hire additional 
management personnel. In order to supplement the business experience of 
management, the Company may employ accountants, technical experts, appraisers, 
attorneys or other consultants or advisors.  The selection of any such advisors
will be made by management without any control from stockholders.  Additionally,
it is anticipated that such persons would be engaged by the Company on an 
independent basis without a continuing fiduciary or other obligation of the
Company.

     Risks of any Acquired Business.  It is possible that the Company has or 
may enter into one or more lines of business in which the success of the 
Company would be subject to various risks which cannot be identified at this 
time.  The Company may be unable to diversify its business activities and, as 
a consequence, may suffer a total loss to the Company and the stockholders 
should an acquisition by the Company prove to be unprofitable.  The Company's 
failure or inability to diversify its activities into a number of areas may
subject the Company to economic fluctuations within a particular business
or industry and, therefore, increase the risks associated with the Company's
operations.

     Conflicts of Interest. All of the present directors and officers of the 
Company are associated with other firms or occupations involving other 
business activities.  Because of these affiliations and because these 
individuals may not devote full time to the affairs of the Company, there are 
potential inherent conflicts of interest in their acting as directors and 
officers of the Company and of other entities. The Company's directors and 
officers may be directors or controlling stockholders of other entities
engaged in a variety of businesses which may in the future have various
transactions with the Company.  Additional conflicts of interest and non-arm's 
length transactions may also arise in the future in the event the Company's 
officers or directors are involved in the management of any firms with which 
the Company transacts business.  The Company may pay finder's fees to its 
officers, directors or affiliates in connection with any potential business
combination involving the Company.

      Control by Single Stockholder.  Magnum owns all of the Class B common 
stock and is able to select a majority of the Board of Directors of the 
Company and thus controls the direction of the Company.

     No Dividends Anticipated.  At the present time, the Company does not
anticipate that it will pay dividends, cash or otherwise, on its common stock 
in the foreseeable future.  Future dividends will depend on earnings, if any, 
of the Company, its financial requirements and other factors.

     Regulation.  Although the Company is subject to regulation under the
Securities Act of 1933 and the Securities Exchange Act of 1934, the Company
believes it is not subject to regulation under the Investment Company Act of
1940 insofar as the Company is not engaged in the business of investing or

                                    -9-
<PAGE>
trading in securities. In the event the Company engages in business 
combinations which result in the Company holding passive investment interests
in a number of entities, the Company could be subject to regulation under the
Investment Company Act of 1940. In such event, the Company would be required 
to register as an investment company and could be expected to incur 
significant registration and compliance costs. The Company has obtained no 
formal determination from the Securities and Exchange Commission as to its 
status under the Investment Company Act of 1940, and consequently, any 
violation of such Act would subject the Company to material adverse 
consequences.

     Forward Looking Statements.  Certain of the information contained herein
may contain "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, as the same may be amended from time
to time (the "Act") and in releases made by the Securities and Exchange
Commission ("SEC") from time to time.  Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements expressed or implied by such
forward-looking statements to differ.  The words "estimate", "believes",
"anticipates",  "projects", "intends", "expects", and similar expressions when
used in connection with the Company, are intended to identify forward-looking
statements.  Any such forward-looking statements are based on various factors
and derived utilizing numerous important assumptions and other important factors
that could cause actual results to differ materially from those in the forward
looking statements.  These cautionary statements are being made pursuant to the
Act, with the intention of obtaining benefits of the "Safe Harbor" provisions of
the Act.  The Company cautions investors that any forward-looking statements
made by the Company are not guarantees of future performance or results and that
actual results may differ materially (and adversely) from those in the forward
looking statements as a result of various factors, including but not limited to
those set forth below.  Important assumptions and other important factors that
could cause actual results to differ materially from those in the forward
looking statements include, but are not limited to: the ability of the Company
to raise additional capital and the ability of the Company to implement its
operating strategy.  Other factors and assumptions not identified above may also
be involved in the derivation of forward-looking statements, and the failure of
such other assumptions to be realized as well as other factors may also cause
actual results to differ materially from those projected.  The Company assumes
no obligation to update these forward-looking statements to reflect actual
results, changes in assumptions or changes in other factors affecting such
forward-looking statements. 












                                    -10-
<PAGE> 
ITEM 7.  FINANCIAL STATEMENTS








                   SEAL HOLDINGS CORPORATION AND SUBSIDIARIES
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Report of Independent Certified Public Accountants       12

Consolidated Balance Sheets--
  December 31, 1998 and 1997                             13

Consolidated Statements of Operations--
  Years ended December 31, 1998 and 1997                 15
Consolidated Statements of Shareholders' Equity--

  Years ended December 31, 1998 and 1997                 16

Consolidated Statements of Cash Flows--
  Years ended December 31, 1998 and 1997                 17

Notes to Consolidated Financial Statements               19















                                  -11-

<PAGE>





                                       
Report of Independent Certified Public Accountants


Shareholders and Board of Directors
Seal Holdings Corporation


We have audited the accompanying consolidated balance sheets of Seal Holdings 
Corporation and subsidiaries (the Company) as of December 31, 1998 and 1997, 
and the related consolidated statements of operations, shareholders' equity,
and cash flows for the years then ended.  These financial statements are the 
responsibility of the Company's management. Our responsibility is to express 
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Seal Holdings
Corporation and subsidiaries at December 31, 1998 and 1997, and the consolidated
results of their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the 
Company will continue as a going concern. As more fully described in Note I to 
the financial statements, the Company has incurred recurring operating losses 
and has a working capital deficit. These conditions raise substantial doubt 
about the Company's ability to continue as a going concern. Management's plans 
in regard to these matters are also described in Note I. The financial 
statements do not include any adjustments to reflect the possible future 
effects on the recoverability and classification of assets or the amounts and
classification of liabilities that might result from the outcome of this
uncertainty.



                                                           ERNST & YOUNG LLP

West Palm Beach, Florida
March 19, 1999











                                     -12




<PAGE>


                   Seal Holdings Corporation and Subsidiaries
                          Consolidated Balance Sheets
                             (Dollars in Thousands)



 
                                                               December 31,
                                                             ----------------
                                                              1998      1997 
                                                             ------    ------


                                     ASSETS

Current assets
 Cash, including $ 0 and $960 of cash equivalents 
     in 1998 and 1997, respectively                          $   15    $1,037  
 Other receivables                                              142         8   
 Prepaid expenses                                                11         7   
 Net assets of discontinued operations                            -        64 
                                                             ------    ------
 
      Total current assets                                      168     1,116   
                                                             ------    ------
 
Furniture and equipment
 Furniture and equipment                                         91       118   
 Less accumulated depreciation                                  (41)      (61)  
                                                             ------    ------
 
      Furniture and equipment, net                               50        57   

                                                             ------    ------ 


Other assets
 Investment in Camber Companies, LLC                          1,845         -
 Other assets                                                     -        16   
                                                             ------    ------

Total assets                                                 $2,063    $1,189   
                                                             ------    ------
 

See notes to consolidated financial statements


                                      -13-
<PAGE>


 







                   Seal Holdings Corporation and Subsidiaries
                          Consolidated Balance Sheets
                             (Dollars in Thousands)



 
                                                             December 31,
                                                          ------------------
                                                            1998       1997 
                                                          -------    -------


                      LIABILITIES AND SHAREHOLDERS' EQUITY
 
Current liabilities
 Trade accounts payable and accrued expenses              $    99     $  304
 Other current liabilities                                     64         15 
                                                          -------    -------
 
   Total current liabilities                                  163        319 
                                                          -------    -------
 
Total liabilities                                             163        319
                                                          -------    -------
 
Commitments and contingencies 
 
Shareholders' equity
 Preferred Stock, $.001 par value; 3,000,000 shares
   authorized; no shares issued or outstanding.
 Class A common stock, $.20 par value; 14,975,000 shares
   authorized; 1,303,375 shares issued and 1,218,525  
   shares outstanding at December 31, 1998 and 1997           261        261 
 Class B common stock, $.20 par value; 25,000 shares
   authorized, issued and outstanding in 1998 and 1997          5          5 
 Additional paid-in capital                                 4,686      4,531  
 Accumulated deficit                                       (2,883)    (3,758) 
 Treasury stock, at cost, 84,850 shares at
   December 31, 1998 and 1997, respectively                   (49)       (49)
 Note receivable - shareholder                               (120)      (120)  
                                                          -------    -------
 
 Total Shareholders' Equity                                 1,900        870
                                                          -------    -------
 Total liabilities and shareholders' equity                $2,063    $ 1,189
                                                          -------    -------


See notes to consolidated financial statements


                                      -14-
<PAGE>







                   Seal Holdings Corporation and Subsidiaries
                     Consolidated Statements of Operations
                (Dollars in Thousands, except Per Share Amounts)
 
 
 
                                                           December 31,
                                                     ------------------------
                                                        1998          1997
                                                     ----------     ---------

Revenue
  Interest and dividend income                        $      25      $    115   

Expenses
  Salaries and benefits                                     650           346
  General and administrative                                333           729  
  Professional fees                                         397           765
                                                      ---------      -------- 
Loss from operations                                     (1,355)       (1,716)  

Other income, gain on sale of PCMC                        2,245             -
                                                      ---------      ---------
Net income (loss) before taxes                              890        (1,716)  
                                                      ---------      ---------

Income tax expense						       15             -

Net income (loss) after taxes 			      $     875      $ (1,716)   
                                                      ---------      --------- 


 Net income (loss) per share 
     Basic                                            $     .72      $  (1.41)
     Diluted                                                .70         (1.41) 



                                                         
See notes to consolidated financial statements

                                      -15-
<PAGE>

















                    Seal Holdings Corporation and Subsidiaries              
                  Consolidated Statements of Shareholders' Equity
                             (Dollars in Thousands)
					    (See Note C)


<TABLE>
<CAPTION>  
                                Common Stock              
                           ---------------------- Receivable  Additional 
                                          Par        from      Paid-In  Accumulated Treasury
                            Shares        Value   Shareholder  Capital    Deficit    Stock     Total
                           ---------   ---------- ---------  ----------   --------  ---------  --------
<S>                        <C>            <C>     <C>           <C>       <C>       <C>      <C>
                                                                                
Balance at Jan. 1, 1997     1,241,123      $248                 $4,475    $(2,042)    $ (49)   $ 2,632
                                                                                
    Net loss - 1997                 -         -                      -     (1,716)        -      1,716)
    Receivable from Shareholder                    $(120)                                         (120)              
    Common stock issued       120,000        24                     96          -                  120
    Common stock acquired 
      and retired             (32,748)       (6)                   (40)                            (46)     
                            ---------      ----     ----       -------     ------    -------    -------     
Balance at Dec. 31, 1997    1,328,375       266     (120)        4,531     (3,758)      (49)       870

    Net income - 1998                                                         875                  875                 
    Option compensation                                            155  	                     155
                            ---------      ----     -----       ------     -------     -----    -------
 Balance at Dec. 31, 1998   1,328,375      $266    $(120)       $4,686    $(2,883)    $ (49)   $ 1,900

         
</TABLE>

See notes to consolidated financial statements

                                      -16-




<PAGE>   
                   Seal Holdings Corporation and Subsidiaries
                     Consolidated Statements of Cash Flows  
                           (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                        Year Ended December 31,
                                                        ----------------------- 
                                                            1998         1997
                                                         --------     -------
<S>                                                       <C>           <C> 
Cash flows from operating activities
   
 Net income (loss)                                     $    875      $(1,716) 
 Adjustments to reconcile net income (loss)
   to net cash provided by (used in) by 
   operating activities
     Gain on sale of PCMC                                (2,245)           -
     Option compensation - nonemployee                      155            -
     Depreciation and amortization                           14            8 
 Changes in net assets of operations  
    (Increase)decrease in other receivables                (134)           6
    (Increase)decrease in prepaid expenses                   (4)           1
    (Decrease)increase in accounts payable 
      and accrued expenses                                 (205)         250    
     Increase in other current liabilities                   49           15   
 Change in net assets of discontinued operations             64            -   
                                                         -------       ------
Net cash used in operating activities                    (1,431)      (1,436) 
                                                         -------      -------
                                                                              
Cash flows from investing activities

 Purchases of property and equipment                         (7)         (60) 
 Proceeds from sale of land                                   -          154   
 Common stock acquired and retired                            -          (46)
 Decrease (increase) in other assets                         16          (12) 
 Advances from Monsanto Health Solutions                    400            -
                                                         -------       ------
 Net cash provided by investing activities                  409           36   
                                                         -------       ------

Decrease in cash and cash equivalents                    (1,022)      (1,400)  
 
Cash and cash equivalents at beginning of year            1,037        2,437    
                                                         -------       ------
Cash and cash equivalents at end of year                $    15      $ 1,037   
                                                         -------       ------


</TABLE>
See notes to consolidated financial statements









                                          -17-
<PAGE>



                  Seal Holdings Corporation and Subsidiaries    
                  Notes to Consolidated Financial Statements


NOTE A -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Consolidation
      -------------
      The accompanying financial statements include the accounts of Seal 
      Holdings Corporation and its subsidiaries, all of which are wholly-owned 
      (collectively "Seal Holdings" or the "Company").  All significant 
      intercompany accounts and transactions are eliminated in consolidation.


     	Cash and Cash Equivalents
     	-------------------------
     	The Company considers all highly liquid investments with a maturity of
     	three months or less when purchased to be cash equivalents.  Cash 
     	equivalents consist of certificates of deposit, U.S. treasury bills, and 
     	other government securities.  


     	Investment in Common Stock
     	--------------------------
      The Company owns a 6% interest in Camber Companies, LLC.  This 
      investment is accounted for at cost which approximates market value at
      December 31, 1998.


     	Concentration of credit risk
     	----------------------------
     	Financial instruments which subject the Company to concentrations of
     	credit risk consist principally of cash and cash equivalents.  The 
     	Company maintains cash and cash equivalents with various financial 
     	institutions.  Company policy is designed to limit exposure to any one 
     	institution. The Company has not incurred losses related to these 
     	deposits.

	
     	Reclassification
     	---------------- 
	Certain amounts in the December 31, 1997 balance sheet have been 
	reclassified to conform to the current year presentation.

	
                                      -19-
<PAGE>
 
                   Seal Holdings Corporation and Subsidiaries
                   Notes to Consolidated Financial Statements

NOTE A -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Furniture and equipment
     ----------------------
     Furniture and equipment are stated at cost.  For financial reporting
     purposes, the Company records depreciation and amortization expense 
     on a straight-line method over the estimated useful lives of the 
     related assets (leasehold improvements over the shorter of the 
     life of the related lease or life of the improvement; furniture 
     and equipment, 3-8 years).  For tax purposes, depreciation and 
     amortization expense are computed using straight-line and accelerated 
     methods.     
      
     Net income (loss) per share
     ---------------------------
     The Company computes earnings per share under Statement of Financial 
     Accounting Standards No. 128, "Earnings per Shares" ("SFAS 128") Under 
     SFAS 128, basic earnings per share is computed by dividing net income by 
     the weighted-average number of common shares outstanding. 

     The following table sets forth the computation of basic and diluted 
     earnings per share:

                                                      1998           1997

     Numerator:
     Income (loss) from operations                    $875        $(1,716)
       

     Denominator: 
     Denominator for basic earnings
     per share-weighted average shares           1,218,525      1,217,359    
  
     Effect of dilutive securities:
       Employee stock options                       37,227            ---
                                                 ---------      ---------    
       Dilutive potential common shares             37,227            ---
                                                 ---------      ---------
         Denominator for diluted earnings per
           share- adjusted weighted-average
           shares and assumed conversions        1,255,752      1,217,359
                                                 =========      =========
  
       Basic earnings per share                       $.72         $(1.41)   
                                                      ====         ======
       Diluted earnings per share                     $.70         $(1.41)
                                                      ====         ======  	 

     Options to purchase shares of common stock of the Company outstanding
     for 1997 were not included in the computation of diluted earnings per
     share because the Company had a loss from operations in 1997, therefore,
     their effect would be antidilutive.  Such options were included in 1998
     to the extent the average market price of the Company's common stock 
     exceeded the exercise price of the options.
                                     -20-
<PAGE>
  
                    Seal Holdings Corporation and Subsidiaries
                    Notes to Consolidated Financial Statements

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

      Accounting for stock based compensation:
      --------------------------------------  
      The Company uses the intrinsic value based method prescribed in Accounting
      Principles Board Option No. 25, "Accounting for Stock Issued to 
      Employees" to account for stock-based compensation, and has chosen to 
      provide the additional disclosure requirements of Statement of
      Financial Accounting Standards, No. 123, "Accounting for Stock-Based 
      Compensation."  Accordingly, compensation cost for stock options is 
      measured as the excess, if any, of the quoted market price of the 
      corporation's stock at the date of the grant over the exercise price 
      of the option.


NOTE B - SALE OF BUSINESS AND POTENTIAL MERGER

      In late December of 1998 the Company entered into an Exchange Agreement
      with OH, Inc. under which the Company will issue 91% of its equity, fully
      diluted for options, to the owners of OH, Inc. in exchange for 100%
      of the equity of OH, Inc.

      The Company had no revenue producing operations during 1998 or 1997.  The 
      Company invested in developing health care expertise in order to engage in
      acquisitions or investments in that business sector.  Toward that end, in
      October of 1998, the Company sold the net assets of its wholly-owned 
      subsidiary, Primary Care Medical Centers of America, Inc. to Camber
      Companies LLC ("Camber") in exchange for a 6% equity investment in Camber
      with a fair market value at the date of the transaction of $1,845,000.  
      In addition, prior to the agreement with Camber, the Company received
      $400,000 of advances from Monsanto Health Solutions.  At the time of the
      transaction, Camber repaid this liability with shares issued directly to
      Monsanto.  

      On August 14, 1996, the Company sold its marine assets to Hvide Marine
      Incorporated ("Hvide")  As a result of this event, the Company ceased its 
      business activities which were related to the ownership, management, 
      brokerage, and operation of offshore supply ships.  

      The Company is subject to legal proceedings in the ordinary course of 
      its discontinued marine business which it conducted prior to August 14,
      1996.  Included in these cases are maritime asbestos claims against the 
      Company.  On May 1, 1996, these cases were administratively dismissed
      subject to reinstatement on motion of plaintiffs' counsel.  It is expected
      that all of these cases will be reinstated.  The Company is presently
      unable to determine what, if any, impact these cases could have upon the
      Company. Accordingly, no accrual for these claims has been made in the
      financial statements. 
 
                                      -21-
<PAGE>

                   Seal Holdings Corporation and Subsidiaries
                   Notes to Consolidated Financial Statements

                                              

The following summarizes assets and liabilities of discontinued operations
as of December 31 (dollars in thousands):

                                                           1998        1997
                                                          ------      ------
                                
                                                                          
      Current assets of discontinued operations             
        Accounts receivable                                $  -        $  64   
                                                          -----        -----
           Total net current assets of discontinued
           operations                                         -           64    
                                                          -----        -----
      Current liabilities of discontinued operations                        
        Accounts payable and accrued expenses                 -            - 
                                                          -----        -----    

        Total net assets of discontinued operations        $  -        $  64    
                                                          -----        -----


                                       -22-
<PAGE>
                   Seal Holdings Corporation and Subsidiaries
                   Notes to Consolidated Financial Statements


NOTE C -  EQUITY TRANSACTIONS

Stock Split

On June 30, 1997, the Company effected a one-for-fifty-shares reverse 
split of the Company's Class A and Class B common stock, immediately 
followed by a twenty-five-shares-for-one-share forward split of the 
Company's common stock.  On that same date, Seal Fleet, Inc. merged 
into its wholly owned subsidiary, Seal Holdings Corporation with Seal 
Holdings Corporation remaining as the survivor corporation.  Following 
the forward split, new share certificates have been issued by Seal 
Holdings Corporation upon the return to the Company of the Seal Fleet, Inc. 
stock certificates.

The reverse stock split resulted in all shares being purchased from 
shareholders holding fewer than 50 shares and excess shares over even 
multiples of fifty shares from shareholders holding more than fifty 
shares.  This share repurchase resulted in an insignificant change in 
the relative percentage of total shares held by individual shareholders.  
The par value of the Class A and Class B common stock was changed to $0.20 
per share.  Historical share and per share amounts have been restated 
to reflect retroactively the stock splits.


Options 

On August 14, 1996, the Board of Directors of the Company adopted a
Long-Term Incentive Plan (the "1996 Plan") for certain key employees,
officers, directors and outside consultants. The 1996 Plan authorized an
aggregate of 300,000 shares of the Company's common stock with the 
option price being the fair market value of the common stock on the day 
the option is granted. 

As of December 31, 1996, there were 200,000 stock options granted under
the 1996 Plan at an option price of $1.00 per share. In accordance with 
the resolution of the Company's Board of Directors on March 21, 1997, the 
options became exercisable on that date.  In addition, a loan of $120,000 
to the Company's Chief Executive Officer was authorized to finance the 
exercise of his option on 120,000 shares of the Company's common stock, and 
the 1996 Plan was terminated, except as to those options which already had 
been granted.

On March 21, 1997, the Board of Directors of the Company adopted the 1997 
Incentive Option Plan (the "1997 Plan") which authorizes grant of incentive 
stock options and non-statutory stock options covering an aggregate of up to 
1,200,000 shares of the Company's common stock. 

During 1997, 785,000 options were granted under the 1997 plan at an 
option price of $1.75 per share.  Of this amount, options to purchase 
150,000 shares vested upon issuance. The remaining options vested upon the 
successful financing of the physician practice management program business 
plan to Camber Companies, LLC in October 1998. The options have a 10 year life. 

During 1998, 415,000 options were granted under the 1997 plan at an option 
price of $1.75 per share.  These options were vested upon issuance.  With the 
award of grants in 1998, all options available under the 1997 Plan have been 
fully granted.

Further, on July 13, 1998, the Board of Directors of the Company granted 
options to purchase 500,000 shares of the Company's stock under the 1998 
Incentive Option Plan (the "1998 Plan") at an exercise price of $1.75 per 
share.  These options were fully vested upon issuance.  With the award of 
grants in 1998, all options available under the 1998 Plan have been fully 
granted.

                                   -23-
<PAGE>
                   Seal Holdings Corporation and Subsidiaries
                   Notes to Consolidated Financial Statements

NOTE C - EQUITY TRANSACTIONS (Continued) 

Pro forma information regarding net income and earnings per share has 
been determined as if the Company had accounted for its employee stock 
options under the fair value method of FASB Statement No. 123, 
"Accounting for Stock-Based Compensation."  The fair value for these 
options was estimated at the date of grant using a Black-Scholes option 
pricing model with the following weight-average assumptions for 1998 and 
1997: risk-free interest rate of 7%; dividend yield of 0%; and a weighted-
average expected option life of five years. A volatility factor of .75 
and .50 for 1998 and 1997, respectively, was used in the calculation.

The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting 
restrictions and are fully transferable.  In addition, option valuation
models require the input of highly subjective assumptions including the
expected stock price volatility. Because the Company's employee stock
options have characteristics significantly different from those of 
traded options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in management's opinion, 
the existing models do not necessarily provide a reliable single measure 
of the fair value of its employee stock options.

For purposes of pro forma disclosures, the estimated fair value of the 
options is amortized to expense over the options' vesting period. The 
Company's pro forma information follows (in thousands except for 
earnings per share information):

                                       1998          1997         
                                       ----          ----
  Pro forma net (loss) income           $30       $(1,794)         

  Pro forma earnings per share-
    Basic                              $.02       $ (1.47)       
    Diluted                            $.02       $ (1.47)
            
Information regarding these option plans is as follows:

                                             Shares
                                              Under             Option
                                             Option             Prices


Options outstanding at January 1, 1997       200,000             $1.00
 Granted                                     785,000              1.75       
 Exercised                                  (120,000)             1.00
 Canceled                                          -

Options outstanding at December 31, 1997     865,000          $1.00-$1.75
 Granted                                     915,000             $1.75
 Exercised                                         -
 Canceled                                          -

Options outstanding at December 31, 1998   1,780,000         $1.00 - $1.75
Exercisable at December 31, 1998           1,780,000
Exercisable at December 31, 1997             230,000

                                   -24-
<PAGE>  

                  Seal Holdings Corporation and Subsidiaries
                  Notes to Consolidated Financial Statements


NOTE C - EQUITY TRANSACTIONS (Continued)


Exercise prices for options outstanding as of December 31, 1998 was 
$1.00 for 80,000 options and $1.75 for 1,700,000 options. The 
weighted-average exercise price of options outstanding at December 
31, 1998 was $1.72 and the remaining weighted average contractual life of 
the options was 6.8 years.  The exercise price of all options issued in 1998 
exceeded the market price of the stock at date of grant.

At December 31, 1998, the Company has 1,780,000 shares of common stock 
reserved for future issuance.
     
Class B Common Stock

All of the Class B common stock is owned by First Magnum Corporation,
an entity wholly owned by the Company's Chairman, President and 
Chief Executive Officer.  As the sole stockholder of Class B common stock, 
First Magnum Corporation has the right to select a majority of the Board of 
Directors of the Company.

Loan to Shareholder

On March 25, 1997, the Company's Chairman, Thomas M. Ferguson, 
purchased from the Company 120,000 shares of the Class A common stock 
of the Company.  On that date Mr. Ferguson issued a promissory note 
to the Company for $120,000 secured by a pledge agreement granting 
the Company a security interest in the shares.  The note comes due 
upon the earlier of March 21, 1999, the termination of Mr. Ferguson's 
employment with the Company, the date of sale or other disposition of 
the shares by Mr. Ferguson or any breach of his obligations under the 
Pledge Agreement.  

In a meeting of the Board of Directors dated December 1, 1998, it was 
resolved that, assuming a successful closing of definitive agreements 
with OH, Inc., that Mr. Ferguson receive a special bonus equal to the 
value of the loan granted to him on March 21, 1997, and accrued interest 
receivable to that date.        


NOTE D -  LAND HELD FOR SALE

The Company owned a 516-acre tract of unimproved land in Brazoria 
County, Texas which was recorded at its estimated fair market value 
of $154,000 as "wet lands" and had no possibility of commercial 
development in the foreseeable future. During 1996 the Company sold 
this tract of land to the United States Department of the Interior's 
Fish and Wildlife Service for $154,000.  Proceeds from this sale were 
received in the first quarter of 1997.



                                 -25-
<PAGE>
                   Seal Holdings Corporation and Subsidiaries 
                   Notes to Consolidated Financial Statements

NOTE E -  FEDERAL INCOME TAX  

The Company accounts for income taxes under FASB Statement No. 109, 
"Accounting for Income Taxes (FASB 109)."  Deferred income tax assets
and liabilities are determined based upon differences between financial
reporting and tax bases 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.  

Deferred income taxes reflect the net tax effects of temporary differences 
between the carrying amount of assets and liabilities for financial reporting 
purposes and the amounts used for income tax purposes.  Significant components 
of the Company's net deferred income taxes are as follows:

                                            Year Ended December 31
                                               1998         1997

          Deferred tax assets:
          Allowance for bad debts                  -        $48,498       
          Depreciation and amortization     $    619          4,714
          Charitable Contributions             3,959          1,701
          NOL Carryforward                   336,837        671,279       
          Tax credits                        199,272        275,701 
          Accrual for future claims           18,815              -
          Stock option based compensation     58,214              -
                                            ---------       -------
          Deferred tax assets                617,716      1,001,893 
                                            ---------       --------  
          Less valuation allowance          (617,716)    (1,001,893) 
                                            ---------       -------- 
          Net deferred tax assets                  0             0
                                            ---------       --------

SFAS 109 requires a valuation allowance to reduce the deferred tax assets 
reported if, based on the weight of the evidence, it is more likely than not 
that some portion or all of the deferred tax assets will not be realized.  
After consideration of the evidence, both positive and negative, management 
has determined that a $617,716 valuation allowance at December 31, 1998 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 $(384,143).  At December 31, 1998, the Company has available 
net operating loss carryforwards of $895,130, which expire in the years 
2000 through 2012. 


                                    -26-
<PAGE>


NOTE F - COMMITMENTS

At December 31, 1997, the Company had a commitment for leased office space of 
approximately 1,950 square feet, which commenced on April 1, 1997 and ends 60 
months later, or March 31, 2002.  Under the terms of the lease, the first 
three months were rent-free followed by the following schedule of payments.

       4th through 22nd Month        $3,918.00 per month plus taxes
       23rd through 41st Month        4,244.50 per month plus taxes
       42nd through 60th Month        4,571.00 per month plus taxes

This schedule is subject to adjustment according to an inflation-based formula.

Rent expense was $42,000 and $36,000 for the years ended December, 31, 1998 and 
1997 respectively.
                    
At December 31, 1998, the Company had no other significant commitments.


NOTE H - 401(K) EMPLOYEE RETIREMENT PLAN

The Company has a 401(k) Employee Retirement Plan ("401(k) Plan")
effective January 1, 1985. The 401(k) Plan covers all eligible Company 
employees and has been approved by the Internal Revenue Service. 
Contributions can be made by an employee in amounts not to exceed the 
maximum allowed by the Internal Revenue Service. The Company does not 
contribute to the 401(k) Plan. It does, however, pay administrative fees 
which are deemed to be immaterial. At December 31, 1998 there was one active 
employee in the 401(k) Plan.


NOTE I - GOING CONCERN

The current financial position of the Company requires consideration as to 
whether it will be able to continue as a going concern. The Company experienced 
operating losses of $1,355,000 and $1,716,000 in 1998 and 1997, respectively. 
The Company's liquid assets have been diminished in furtherance of the 
development and sale of its physician practice management business.  

Management represents that should the OH, Inc. transaction not close, the 
Company has values that would interest other outside investors, including its 
investment in Camber, the business relationships it has developed, and an 
attractive equity structure which includes Common B shares, which can elect a 
majority of the Board of Directors. 
  
The Company's long-term ability to meet its operating expenses and to
continue as a going concern will be dependent on its ability to raise 
additional capital or to complete a business combination with an entity 
having sufficient cash flows to meet the Company's ongoing obligations. 

                                -27-
<PAGE>
NOTE J - SUBSEQUENT EVENT

On January 4, 1999, a letter agreement was signed between OH, Inc. and 
the Company with regard to the closing date as set forth in the Agreement and 
Plan of Exchange (the "Agreement") dated December 21, 1998.  The closing date 
was initially planned for January 1, 1999. The Agreement states, however, that 
the closing date will be on or about April 2, 1999, but in no event later 
than April 30, 1999, unless extended by mutual consent of the parties.

In consideration for extending the closing date, the letter agreement
provides that OH, Inc. shall loan to the Company the principal amount of up 
to $187,000 prior to the date of closing at six percent (6%) interest per 
annum. The proceeds of this loan were intended to defray the day-to-day 
obligations of the Company between January 1, 1999 and March 31, 1999.

The principal and interest accrued will be forgiven upon the successful
closing and will be payable to OH, Inc. only in the absence of such closing.  






                                       























                                 -28-
<PAGE> 


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

NONE



                                 PART III

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

The information appearing under the captions "Proposal One," "Executive 
Officers and Directors" and "Security Ownership of Certain Beneficial Owners 
and Management" in the Company's Proxy Statement covered by this Annual 
Report on Form 10-KSB is incorporated herein by reference.


ITEM 10. EXECUTIVE COMPENSATION

The information appearing under the caption "Executive Compensation" in the
Company's Proxy Statement is incorporated herein by reference.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information appearing under the caption "Security Ownership Of Certain
Beneficial Owners And Management" in the Company's Proxy is incorporated 
herein by reference.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information appearing under the caption "Certain Relationships And 
Related Transactions" in the Company's Proxy Statement is incorporated 
herein by reference.

                                    PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

The Exhibits listed in the accompanying Index to Exhibits are filed 
as part of, or incorporated by reference into, this Annual Report on Form 
10-KSB.  The following is a list of such Exhibits:

                               -29-
<PAGE>
                               
Exhibit      Description
-------      -----------
3.1          Articles of Incorporation of Seal Holdings Corporation, 
             attached to the proxy statement for the annual meeting 
             of shareholders of Seal Fleet, Inc. held May 14, 1997, 
             is hereby incorporated herein by reference.

3.2          Bylaws of Seal Holdings Corporation, attached to the 
             proxy statement for the annual meeting of shareholders 
             of Seal Fleet, Inc. held May 14, 1997, is hereby incorporated 
             herein by reference.

10.1         Secured Promissory Note dated March 25, 1997, made by 
             Thomas M. Ferguson in favor of Seal Fleet, Inc., attached as 
             Exhibit 1 to Amendment No. 1 to Report on Schedule 13D 
             dated March 21, 1997, filed by First Magnum Corporation is 
             hereby incorporated herein by reference.

10.2         Stock Pledge Agreement dated March 25, 1997, made by 
             Thomas M. Ferguson in favor of Seal Fleet, Inc., attached 
             as Exhibit 2 to Amendment No. 1 to Report on Schedule 13D 
             dated March 21, 1997, filed by First Magnum Corporation is 
             hereby incorporated herein by reference.

*10.3        1998 Incentive Option Plan, attached to the proxy statement
             for the annual meeting of shareholders of Seal Holdings
             Corporation, held June 24,1998, is hereby incorporated herein
             by reference.

*10.4        1997 Incentive Option Plan, attached to the proxy statement 
             for the annual meeting of shareholders of Seal Fleet, Inc. 
             held May 14, 1997, is hereby incorporated herein by reference.

*10.5        Seal Fleet, Inc. Amended 1996 Long-Term Incentive Plan, 
             filed as Exhibit 10.3 to the Company's Quarterly Report on 
             Form 10-QSB of Seal Fleet, Inc. for the quarterly period 
             ended March 31, 1997, is hereby incorporated herein by 
             reference.

10.6	       Business Combination Agreement dated October 9, 1998, by and
             among Kohlberg & Company, L.L.C., Camber Companies, LLC, Monsanto
             Company, Seal Holdings Corporation and Primary Care Medical
             Centers of America, Inc.

10.7	       General Assignment dated as of October 8, 1998, from Primary
             Care Medical Centers of America, Inc. to Camber Companies, LLC.

10.8         Assumption Agreement dated as October 9, 1998 from Camber
             Companies LLC to Monsanto Company. 

10.9         Agreement and Plan of Exchange between Seal Holdings Corporation
             and OH, Inc., a Florida corporation, dated December 21, 1998.  		

                                -30-
<PAGE>




21           Subsidiaries of the Registrant.

* Management contracts or compensatory plans or arrangements.

The Company will furnish a copy of any Exhibit on request in payment of the
Company's reasonable expenses of furnishing such Exhibit.

(b)  Reports on Form 8-K.

Report on Form 8-K filed November 6, 1998 regarding a press release announcing
a transaction with Camber Companies, LLC.

Report on Form 8-K filed December 22, 1998, regarding a press release
announcing the securities exchange agreement with OH, Inc.

                               -31-
<PAGE>


 
                                  SIGNATURES

In accordance with Section 13 and 15(d) of the Exchange Act, the Company caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    SEAL HOLDINGS CORPORATION

Dated:  March 29, 1999                   /s/ Thomas M. Ferguson
                                    ----------------------------------
                                    By:  Thomas M. Ferguson,
                                         Chairman of the Board, President and 
                                         Chief Executive Officer

In Accordance with 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/ Thomas M. Ferguson          Chairman of the Board,         March 29, 1999
- - ------------------------      President, Chief Executive
Thomas M. Ferguson              Officer and Director
 
/s/ James S. Goodner            Vice President,                March 29, 1999
- - ------------------------      Chief Financial Officer,
James S. Goodner                Treasurer and Secretary

/s/ J. Erik Hvide               Director                       March 29, 1999
- - ------------------------     
J. Erik Hvide
 
/s/ Donald L. Caldera           Director                       March 29, 1999
- - ------------------------      
Donald L. Caldera














                                  -32-
<PAGE>
                                 EXHIBIT INDEX
                                      
Exhibit      Description

3.1          Articles of Incorporation of Seal Holdings Corporation, 
             attached to the proxy statement for the annual meeting 
             of shareholders of Seal Fleet, Inc. held May 14, 1997, 
             is hereby incorporated herein by reference.

3.2          Bylaws of Seal Holdings Corporation, attached to the 
             proxy statement for the annual meeting of shareholders 
             of Seal Fleet, Inc. held May 14, 1997, is hereby incorporated 
             herein by reference.

10.1         Secured Promissory Note dated March 25, 1997, made by 
             Thomas M. Ferguson in favor of Seal Fleet, Inc., attached as 
             Exhibit 1 to Amendment No. 1 to Report on Schedule 13D 
             dated March 21, 1997, filed by First Magnum Corporation is 
             hereby incorporated herein by reference.

10.2         Stock Pledge Agreement dated March 25, 1997, made by 
             Thomas M. Ferguson in favor of Seal Fleet, Inc., attached 
             as Exhibit 2 to Amendment No. 1 to Report on Schedule 13D 
             dated March 21, 1997, filed by First Magnum Corporation is 
             hereby incorporated herein by reference.

*10.3        1998 Incentive Option Plan, attached to the proxy statement
             for the annual meeting of shareholders of Seal Holdings
             Corporation, held June 24,1998, is hereby incorporated herein
             by reference.

*10.4        1997 Incentive Option Plan, attached to the proxy statement 
             for the annual meeting of shareholders of Seal Fleet, Inc. 
             held May 14, 1997, is hereby incorporated herein by reference.

*10.5        Seal Fleet, Inc. Amended 1996 Long-Term Incentive Plan, 
             filed as Exhibit 10.3 to the Company's Quarterly Report on 
             Form 10-QSB of Seal Fleet, Inc. for the quarterly period 
             ended March 31, 1997, is hereby incorporated herein by 
             reference.

10.6         Business Combination Agreement dated October 9, 1998, by and
             among Kohlberg & Company, L.L.C., Camber Companies, LLC, Monsanto
             Company, Seal Holdings Corporation and Primary Care Medical
             Centers of America, Inc..

10.7	       General Assignment dated as of October 8, 1998, from Primary
             Care Medical Centers of America, Inc. to Camber Companies, LLC.

10.8         Assumption Agreement dated as October 9, 1998 from Camber
             Companies LLC to Monsanto Company. 

                                      -33-
<PAGE>
10.9         Agreement and Plan of Exchange between Seal Holdings Corporation
             and OH, Inc., a Florida corporation, dated December 21, 1998.  	

21           Subsidiaries of the Registrant.

27           Financial Data Statement



*    Management contracts and compensatory plans or arrangements.







































                                    -34-
<PAGE>