UNITED
STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,
D.C. 20549  FORM 10-KSB (Mark One) ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  for the fiscal year ended December
31, 2004 TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from
___________________ to __________________ Commission file number:
0-566 LE@P
TECHNOLOGY, INC.(Name of small business issuer in its charter) DELAWARE
      
      (State or other jurisdiction of
      Incorporation or organization)
    65-0769296 
      (I.R.S. Employer 
      Identification No.)5601 N. DIXIE HIGHWAY
      
      SUITE 411 
      FORT LAUDERDALE, FLORIDA 
      (Address of principal executive offices)
    33334 
      (Zip Code)  Registrants
      telephone number:
    (954)
      771-1772Securities
      registered under Section 12(b) of the Exchange Act:
    NoneSecurities
      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  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, 2004 were $0. The aggregate market value of the
common equity held by non-affiliates as of March 15, 2005 was approximately $169,000 based
on the $ 0.09 closing bid price for the common stock quoted on the OTC Bulletin Board on
such date. For purposes of this computation, all executive officers and directors of the
registrant have been deemed to be affiliates. Such determination should not be deemed to
be an admission that such directors and officers are, in fact, affiliates of the
registrant. The number of shares of Class A
Common Stock of the issuer outstanding as of March 15, 2005 was 33,681,203. The number of
shares of Class B Common Stock of the issuer outstanding as of March 15, 2005 was 25,000. DOCUMENTS
INCORPORATED BY REFERENCE Certain portions of the issuer Proxy
Statement for its Annual Meeting of Stockholders pursuant to Regulation 14A of the
Securities Exchange Act of 1934, which will be filed with the Commission subsequent to the
date hereof, are incorporated by reference into Part III of this Form 10-KSB. Transitional Small Business
Disclosure Format: Yes  No     FORM 10-KSB
INDEX



PAGEGENERALPART
      I
    
    
    3ITEM
      1
    
    DESCRIPTION
      OF BUSINESS
    3ITEM
      2
    
    DESCRIPTION
      OF PROPERTY
    6ITEM
      3
    
    LEGAL
      PROCEEDINGS
    6ITEM
      4
    
    SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
    6PART
      II
    
    
    7ITEM
      5
    
    MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS, ANDSMALL
      BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
    7ITEM
      6
    
    MANAGEMENTS
      PLAN OF OPERATION
    8ITEM
      7
    
    FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
    10ITEM
      8
    
    CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND
      FINANCIAL DISCLOSURE
    10ITEM
      8A
    
    CONTROLS
      AND PROCEDURES
    11PART
      III
    
    
    12ITEM
      9
    
    DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;COMPLIANCE
      WITH SECTION 16 (a) OF THE EXCHANGE ACT
    12ITEM
      10
    
    EXECUTIVE
      COMPENSATION
    12ITEM
      11
    
    SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND
      RELATED STOCKHOLDER MATTERS
    12ITEM
      12
    
    CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
    12ITEM
      13
    
    EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
    12ITEM
      14
    
    PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
    162
PART I




ITEM 1.
DESCRIPTION OF BUSINESS


Business


Prior to September 26, 2002, Le@P
Technology, Inc. (Le@P or the Company) focused on the acquisition
of, and strategic investments in, companies providing services in health care and life
sciences (with particular emphasis on information technology companies). Emerging
companies into which the Company invested during this period are sometimes referred to
herein as Partner Companies. On September 26, 2002, after an ongoing
reevaluation by management and the Board of Directors of the Companys operating
strategy and in light of difficulties associated with investment in emerging companies and
the significant decline in market value or failure of many of such companies, the Board of
Directors determined to cease for the foreseeable future investigating or consummating
further investment and acquisition opportunities. On January 10, 2005, the Company
disposed of its most significant investment in a Partner Company  Healthology, Inc.
(Healthology)  resulting in the receipt by the Company of more than
$3,300,000 in cash plus 17,347 shares of restricted common stock of iVillage Inc.
(iVillage). In light of this increase in funds available for investment, on
March 16th the Board of Directors of the Company determined to actively seek opportunities
for the Company to make new investments or acquisitions (whether in health care, life
sciences or other industries), but only in the form of controlling interests in the
companies invested in or acquired or other types of investments which would not cause the
Company to be required to register as an investment company pursuant to the Investment
Company Act of 1940, as amended (the 40 Act). The Company may also make other
acquisitions or investments outside of its normal business plan in order to achieve other
objectives, including investments necessary to maintain its exclusion from regulation as
an investment company under the 40 Act.


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


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


The only significant noncurrent
assets of the Company are the 17,347 shares of restricted common stock of iVillage
received in connection with the disposition of its investment in Healthology referred to
above and its ownership of certain land in Broward County, Florida (the Real
Property). The Real Property is zoned light industrial and consists of approximately
one and one-third acres. The Company is currently seeking a lessee for the Real Property.


Competition


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


Investment in
Healthology


Le@Ps first healthcare
information technology investment was completed in March 2000, with the purchase of a 21%
interest in Healthology, a privately held health-media company. Le@P purchased
approximately 3,200,000 shares of the Series A Convertible Voting Preferred Stock (Healthology
Preferred Stock) of Healthology (the Healthology Transaction) for
$3,200,000 in cash, (plus approximately $300,000 of related costs) then representing an
approximate 21% interest in the issued shares of Healthology. Subsequently to the
purchase of the interest in


3
Healthology, the Company transferred
160,573 shares of Healthology Preferred Stock to third parties in satisfaction of certain
obligations of the Company.


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


In 2002, the Company wrote off its
investment Healthology (whose 2001 audited financial statements were subject to a
going concern qualification) due to the latters heavy continuing
operating losses and its inability to successfully raise additional equity or debt
financing or effect a merger or joint venture arrangement to obtain additional sources of
funds .


Throughout 2003 and 2004, the Company
continued to monitor its investment in Healthology, which finally attained profitability
in 2003. In the latter half of 2004, the Company participated in negotiations for a
possible sale of Healthology to iVillage, which came to a successful conclusion in January
2005. On January 10, 2005, the Company completed the disposition of its entire investment
in Healthology pursuant to: (i) a Stock Exchange and Merger Agreement dated as of January
7, 2005 among Healthology, iVillage, Virtue Acquisition Corporation and certain
stockholders of Healthology, including the Company (the Merger Agreement) and
(ii) a Stock Purchase Agreement, dated as of the same date (the Stock Purchase
Agreement), between the Company and Steven Haimowitz (Haimowitz), the
Chief Executive Officer and a principal stockholder of Healthology. The Merger Agreement
and the Stock Purchase Agreement provided for the acquisition by iVillage of all the
outstanding capital stock of Healthology. Pursuant to the Merger Agreement, the 3,050,880
shares of Healthology Preferred Stock held by the Company were converted into $3,050,880
in cash. Pursuant to the Stock Purchase Agreement, the Company sold its 800,000 shares of
Healthology common stock to Haimowitz, who, pursuant to the Merger Agreement, exchanged a
portion of such Healthology common stock for 17,347 shares of iVillage restricted common
stock and received $347,413 in cash for the remainder of such common stock. Haimowitz, as
consideration for the sale of Healthology common stock pursuant to the Stock Purchase
Agreement, paid the $347,413 in cash and transferred the 17,347 shares of iVillage
restricted common stock (which were assigned an aggregate value of $99,745 in the
transaction) to the Company.


Investment
Company Act Considerations


The exclusion on which the Company is
currently relying to avoid registration under the 40 Act provides that no more than
45% of the value of the Companys total assets (exclusive of government securities
and cash items) may consist of, and no more than 45% of its net income after taxes may be
derived from, investments in securities (other than, among other things, government
securities or securities of wholly-owned and majority-owned subsidiaries and certain
companies controlled primarily by the Company). Since registration and regulation as an
investment company are inconsistent with the Companys business objectives and plans,
they would have a materially adverse effect on the Company.


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


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


4
History of
Le@P Technology, Inc.


The Company was organized in March
1997 under the laws of the State of Delaware under the name Seal Holdings
Corporation. In June 1997, a reincorporation merger was effected pursuant to which
Seal Fleet, Inc., a Nevada corporation and the predecessor to the Company (Seal
Fleet), was merged into the Company. Seal Fleet was originally incorporated in
November 1969 under the name First National Corporation. On April 2, 1999 the
name of the Company was changed to OH, Inc. and on July 5, 2000 it was further
changed to LeaP Technology, Inc. When used in this report, the terms
Le@P and the Company refer to LeaP Technology, Inc. and its
predecessor described above and their respective subsidiaries.


Employees


Le@P currently has one part-time
employee.


5
ITEM 2.
DESCRIPTION OF PROPERTY


On October 1, 1999, Le@P entered into
a lease with an affiliate of its majority stockholder, M. Lee Pearce, MD (together with
his affiliates, the Majority Stockholder) for 2,060 square feet of space for
its corporate offices in Fort Lauderdale, Florida. The lease expired December 31, 2004,
and the Company is currently leasing the space on a month-to-month basis.


Investment in
Real Property


Effective September 28, 2001, the
Majority Stockholder sold land and buildings (the Real Property) in Broward
County, Florida to the Company in exchange for notes payable. The purchase price for the
Real Property was determined by an independent third-party appraisal. The notes payable
consist of a short-term promissory note in the amount of $37,500 due and paid in November
2001 and a long-term note and mortgage (the Long-Term Note) in the principal
amount of $562,500 due on September 28, 2006, and bearing interest at the rate of 7% per
annum due and payable first on September 28, 2004 and monthly thereafter. On October 12,
2004, the Company paid accrued interest on the Long-Term Note of $118,125 and continues to
pay the regular monthly interest payments.


The Real Property is zoned light
industrial and consisted of approximately one and one-third acres and three buildings that
collectively consist of approximately 8,200 square feet. The buildings were demolished in
August 2003, and in connection therewith the Company recognized an impairment loss equal
to the book value of the buildings in the amount of $75,000 in the three month period
ended June 30, 2003. On October 21, 2004, the Company entered into a two- month lease to
rent the property to an unrelated party. The Company recognized $4,000 in rental income
under this lease that is reflected as other income in the accompanying 2004 Consolidated
Financial Statements. The Company has no plans to sell or develop the Real Property and is
currently seeking a new lessee for the property.




ITEM 3. LEGAL
PROCEEDINGS


The Company is involved in litigation
relating to the offshore supply business conducted prior to August 14, 1996 by certain
subsidiaries of the Company which are now inactive. The cases were filed against such
subsidiaries and other ship-owning companies based on the alleged exposure of 64 former
seamen to maritime asbestos and other toxic substances while working on vessels operated
by such companies as part of an industry wide series of similar claims. On May 1, 1996,
the claims against the Companys subsidiaries and the other defendants were
administratively dismissed subject to reinstatement against one or more specific
defendants upon a specific showing that a plaintiff suffers from an asbestos-related
disease and that he was exposed to asbestos containing products on the vessels operated by
such defendant(s). Since such date, none of the cases against the Companys
subsidiaries have been reinstated. During the past five years, the Company has incurred
between $1,200 and $3,600 per year in legal fees monitoring the status of the claims
against the Companys subsidiaries. At the present time, the Company does not believe
such cases are likely to have a material adverse impact upon the Company. However, there
can be no assurance that one or more plaintiffs will not be successful in reinstating
claims against the Companys subsidiaries, which could result in the incurrence by
the Companys subsidiaries of material defense or settlement costs.


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




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


No matter was submitted to a vote of
security holders during the fourth quarter of the year ended December 31, 2004.


6
PART II




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


The Companys Class A Common
Stock is traded on the OTC Bulletin Board (OTCBB), under the symbol LPTC. The
following table sets forth the range of high and low bid prices per share of the
Companys Class A Common Stock for each of the quarters during the years ended
December 31, 2003 and 2004, as reported on the OTCBB system. The quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not represent
actual transactions.



PRICE
      PERIOD
    HIGH
    
    LOW2003First
      Quarter
    $
    .03
    
    $
    .01Second
      Quarter
    
    .01
    
    
    .01Third
      Quarter
    
    .01
    
    
    .01Fourth
      Quarter
    
    .01
    
    
    .012004First
      Quarter
    
    .03
    
    
    .01Second
      Quarter
    
    .17
    
    
    .03Third
      Quarter
    
    .15
    
    
    .05Fourth
      Quarter
    
    .08
    
    
    .03There is no public market for the
Class B Common Stock or the Series B Preferred Stock, all of which are issued to entities
beneficially owned by the Majority Stockholder.


Holders


The number of stockholders of record
as of February 11, 2005, was 758 for the Class A Common Stock.


Dividends


The Company has not paid and has no
plans to declare or pay dividends, in cash or otherwise, in the foreseeable future. Any
changes in those plans in the future will depend on earnings, if any, of the Company, its
financial requirements and other factors. Further, payment of dividends on the
Companys Class A Common Stock will only be made after payment of current and
accumulated dividends on the Companys Series B Preferred Stock. At December 31,
2004, dividends of $1,151,500 were accumulated and not paid on the Series B Preferred
Stock.


Equity
Compensation Plan Information


Plan Category
    Number
      of securities to
      be issued upon exercise
      of outstanding options,
      warrants and rights
    
    Weighted
      average 
      exercise price of 
      outstanding options,
      warrants and rights
    
    Number
      of securities 
      remaining available for
      future issuanceEquity
      compensation
    
    952,500
    
    
    $
    1.41
    
    
    
    4,374,500plans
      approved bysecurity
      holdersEquity
      compensation
    
    500,000
    
    
    $
    1.41
    
    
    
    plans
      not approved bysecurity
      holdersTOTAL
    
    1,452,500
    
    
    $
    1.41
    
    
    
    4,374,500Equity compensation plans not
approved by security holders consist of an aggregate of 500,000 shares. Three
non-employee former directors of the Company received 300,000 options. The options were
fully vested on the date of


7
grant and expire five years after
the date of their issuance. One former employee received 200,000 options. These options
were fully vested on their date of grant and expire ten years after the date of their
issuance.




ITEM 6.
MANAGEMENTS PLAN OF OPERATION


Business
Strategy


On January 10, 2005, the Company
disposed of its investment in Healthology, resulting in the receipt by the Company of more
than $3,300,000 in cash plus 17,347 shares of restricted common stock of iVillage Inc.. In
light of this increase in funds available for investment, on March 16th the Board of
Directors of the Company determined to actively seek opportunities for the Company to make
new investments or acquisitions (whether in health care, life sciences or other
industries), but only in the form of controlling interests in the companies invested in or
acquired or other types of investments which would not cause the Company to be required to
register as an investment company pursuant to the 40 Act.


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


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


Company
Liquidity and Cash Requirements


Since the fourth quarter of 1999, the
Company has funded its operations and its investments in its Partner Companies through
proceeds from its Majority Stockholder pursuant to the Funding Commitment of $10,000,000
described in Note 5 of the accompanying 2004 Consolidated Financial Statements, and
certain other working capital loans. Through December 31, 2004, the Company had received
$8,475,000 of the Funding Commitment. On January 10, 2005, the Company received cash
proceeds in excess of $3,300,000 from the disposition of its investment in Healthology.


The Company anticipates that the
Funding Commitment of its Majority Stockholder and the proceeds from the Healthology
disposition will be sufficient to cover operating expenses through 2005 and to enable the
Company to make one or more new investments or acquisitions. The Company may seek to raise
additional capital in order to make additional investments or acquisitions beyond those
that can be funded from the foregoing resources or to engage in any other business
activity.


Through December 31, 2004, the
Company received working capital loans totaling $2,814,487 from the Majority Stockholder.
These loans are evidenced by unsecured notes, bearing interest at the prime rate and
interest and principal are due and payable in one sum on March 15, 2006.


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


Changes in
Financial Condition and Results of Operations


The discussion below relates to
material changes in financial condition during the year ended December 31, 2004 compared
with December 31, 2003 and to material changes in results of operations when comparing the
years ended December 31, 2004 to December 31, 2003. All amounts in the discussion below
are approximate.


8
Financial Condition at
December 31, 2004 Compared to December 31, 2003


Total assets decreased during the
year ended December 31, 2004 by approximately $3,900 to approximately $591,000. The
decrease in total assets is primarily a result of a decrease in prepaid insurance of
approximately $5,300 and depreciation of approximately $19,100 offset by an increase in
other current assets of approximately $20,500 for deferred legal fees relating to the
Healthology disposition.


Total liabilities increased during
the year ended December 31, 2004 by approximately $467,000 to approximately $3,500,000.
The increase in liabilities is primarily a result of additional working capital loans from
the Majority Stockholder and accrued interest of approximately $827,000. This increase was
offset by a decrease in short-term notes and interest payable to a related party of
approximately $374,000.


Results of Operations
for the Year Ended December 31, 2004 Compared to the Year Ended December 31, 2003


Operating expenses for the year ended
December 31, 2004 decreased by approximately $100,000 from the year ended December 31,
2003. The decrease is primarily due to the write-off of the buildings on property in
Broward County, Florida in 2003 of $75,000, and a decrease in general and administrative
expenses of approximately $26,000 for the year ended December 31, 2004.


Net loss for 2004 decreased by
approximately $72,000 over the comparable 2003 period, primarily due to the decrease in
expenses described above offset by an increase in interest expense of approximately
$31,000.


Critical
Accounting Estimates


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


Accounting for the
Impairment or Disposal of Long-Lived Assets


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


Off-Balance
Sheet Arrangements


As of December 31, 2004, the Company
did not have any material off-balance sheet arrangements that have or are reasonably
likely to have a material effect on the current or future financial condition, results of
operations, liquidity, or capital resources.


Forward
Looking Information


In the discussion above (and
elsewhere in this report) regarding the Companys business, any statement of its
future expectations, including without limitation, future revenues and earnings (losses),
plans and objectives for future operations, future agreements, future economic
performance or expected operational developments and all other statements regarding the
future are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of
1934, as amended, and as that term is defined in the Private Securities Litigation Reform
Act of 1995. The Company intends that the forward-looking statements be subject to the
safe harbors created thereby. These forward-looking statements are based on


9
the Companys strategic plans
and involve risks and uncertainties that may cause actual results to differ materially
from the forward-looking statements. Factors, risks and uncertainties that could cause
actual results to differ materially from those in the forward-looking statements herein
include (the Cautionary Statements), without limitation the items listed
below. Based on the nature of the Companys operations, these factors, risks and
uncertainties relate not only to the Company, but also to Partner Companies.



The
ability to raise capital,
The
ability to execute business strategy in a very competitive environment,
The
degree of financial leverage,
The
ability to control future operating and other expenses,
Risks
associated with the capital markets and investment climate,
Risks
associated with acquisitions and the integration thereof,
Regulatory
considerations under the Investment Company Act of 1940,
Contingent
liabilities, and
Other
risks referenced from time to time in the Companys filings with the Securities and
Exchange Commission.All subsequent written and oral
forward-looking statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the Cautionary Statements. The Company does not
undertake any obligations to release publicly any revisions to such forward-looking
statements to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.




ITEM 7.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


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


Independent Auditors Report
for 2004 and 2003


Consolidated Balance Sheets as of
December 31, 2004 and 2003


Consolidated Statements of
Operations for the years ended December 31, 2004 and 2003


Consolidated Statements of
Stockholders Deficit for the years ended December 31, 2004 and 2003


Consolidated Statements of Cash
Flows for the years ended December 31, 2004 and 2003


Notes to Consolidated Financial
Statements




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


None




ITEM 8A. CONTROLS
AND PROCEDURES


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


On December 31, 2004, an evaluation
was performed under the supervision and with the participation of the Companys
Audit Committee and management, including the Acting Principal Executive Officer and the
Acting Principal Financial Officer, of the effectiveness of the design and operation of
the Companys disclosure controls and procedures. Based on that evaluation, the
Companys audit committee and management, including the Acting


10
Principal Executive Officer and
Acting Principal Financial Officer, concluded that the Companys disclosure controls
and procedures were effective as of December 31, 2004.


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


11
PART III




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


Given that the Company is not
presently engaged in active operations and has no full time executive officers, the
Company has not adopted a Code of Ethics applicable to its officers, including its
principal executive officer, principal financial officer, principal accounting officer or
controller and any other persons performing similar functions. Except as provided above,
the information called for by part III, Item 9, regarding the Registrants directors
is included in our Proxy Statement relating to our annual meeting of stockholders, and is
incorporated herein by reference. The Proxy Statement will be filed within 120 days of
December 31, 2004, the Companys year-end.




ITEM 10.
EXECUTIVE COMPENSATION


Information called for by Part III,
Item 10, is included in our Proxy Statement relating to our annual meeting of
stockholders, and is incorporated herein by reference. The Proxy Statement will be filed
within 120 days of December 31, 2004, the Companys year-end.




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


Information called for by Part III,
Item 11, is included in our Proxy Statement relating to our annual meeting of
stockholders, and is incorporated herein by reference. The Proxy Statement will be filed
within 120 days of December 31, 2004, the Companys year-end.




ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


Information called for by Part III,
Item 12, is included in our Proxy Statement relating to our annual meeting of
stockholders, and is incorporated herein by reference. The Proxy Statement will be filed
within 120 days of December 31, 2004, the Companys year-end.




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


(a)(1)
Financial
StatementsReference
is made to the Index set forth on Page F-1 of this Annual Report on Form 10-KSB.(a)(2)
Financial
Statement SchedulesAll
schedules have been omitted because they are inapplicable or the information is provided
in the consolidated financial statements, including the notes hereto.(a)(3)
Exhibits12
EXHIBIT

DESCRIPTION3.1.1

Certificate
of Incorporation of Le@P Technology, Inc., filed March 20, 1997. (2)3.1.2

Certificate
of Preferred Stock Designation of Le@P Technology, Inc., dated March 23, 1999. (1)3.1.3

Certificate
of Amendment to Certificate of Incorporation of Le@P Technology, Inc. dated June 21,
1999. (3)3.1.4

Certificate
of Designation, Preferences, Rights and Limitations of 10% Cumulative Non-Voting Series B
Preferred                      Stock of Le@P Technology, Inc., dated November 15, 1999.
(4)3.1.5

Certificate
of Amendment to Certificate of Incorporation of Le@P Technology, Inc. filed July 5, 2000.
(5)3.2

Bylaws
of Le@P Technology, Inc. (2)4.3

Investors Rights
Agreement between Healthology, Inc. and Le@P Technology, Inc. dated March 1, 2000. (6)4.4

Stockholders Agreement
between Healthology, Inc., Le@P Technology, Inc. and certain existing stockholders of
                     Healthology, Inc. dated March 1, 2000. (6)4.5

First
Amended and Restated Investors Rights Agreement between Healthology, Inc. Le@P
Technology, Inc., and                      Communicade, Inc. dated August 1, 2000. (5)4.6

First
Amended and Restated Stockholders Agreement between Healthology, Inc., Le@P
Technology, Inc., and                      Communicade, Inc. and certain other existing
stockholders of Healthology, Inc. dated August 1, 2000. (5)4.7

Amended
and Restated Certificate of Incorporation of Healthology, Inc. filed August 1, 2000. (5)10.1

Funding
Commitment by M. Lee Pearce, M.D. (1)10.2

Subscription
Agreement dated March 30, 2000, with M. Lee Pearce, M.D. (10)10.3

Employment
Agreement dated April 1, 1999, with Robert G. Tancredi, M.D. (10)10.4.1

1999
Long Term Incentive Plan. (7)10.4.2

1998
Incentive Option Plan. (8)10.4.3

1997
Incentive Option Plan. (2)10.4.4

Seal
Fleet, Inc. Amended 1996 Long-Term Incentive Plan. (9)10.11

Commercial
Contract and Addendum relating to the purchase and sale of real property between Bay
Colony Associates                      Limited and Le@P Technology, Inc., as agent for
Parkson Property LLC, dated as of September 28, 2001 (11)10.12

Promissory
Note dated September 28, 2001, in the principal amount of $37,500, executed by Parkson
Property LLC. (11)13
10.13

Promissory
Note dated September 28, 2001, in the principal amount of $712,500, executed by Parkson
Property LLC.                      (11)10.14

Termination
agreement dated September 30, 2002, relating to the termination of the Executive
Employment Agreement                      of Chief Executive Officer.(12)10.15

Promissory
Note dated November 5, 2002, in the principal amount of $1,755,710.65, issued to the M.
Lee Pearce 1998                      Irrevocable Trust, replacing certain promissory
notes issued in 2001 and 2002.(13)10.16

Promissory
Note dated January 30, 2003, in the principal amount of $65,000 issued to the M. Lee
Pearce 1998                      Irrevocable Trust.(14)10.17

Promissory
Note dated March 14, 2003, in the principal amount of $75,000 issued to the M. Lee Pearce
1998                      Irrevocable Trust.(14)10.18

Promissory
Note dated April 23, 2003, in the principal amount of $55,000 issued to the M. Lee Pearce
1998                      Irrevocable Trust.(15)10.19

Written
Consent to Action dated May 6, 2003 extending the due date of a note to January 15,
2005.(15)10.20

Promissory
Note dated June 30, 2003, in the principal amount of $71,000 issued to the M. Lee Pearce
1998                      Irrevocable Trust.(16)10.21

Promissory
Note dated July 24, 2003, in the principal amount of $80,000 issued to the M. Lee Pearce
1998                      Irrevocable Trust.(16)10.22

Promissory
Note dated November 3, 2003, in the principal amount of $37,000 issued to M. Lee Pearce,
M.D.(17)10.23

Promissory
Note dated December 8, 2003, in the principal amount of $30,000 issued to M. Lee Pearce,
M.D.(17)10.24

Promissory
Note dated December 29, 2003, in the principal amount of $25,000 issued to M. Lee Pearce,
M.D.(17)10.25

Promissory
Note dated March 11, 2004, in the principal amount of $2,295,464.65 issued to the M. Lee
Pearce 1998                      Irrevocable Trust(17)10.26

Promissory
Note dated March 11, 2004, in the principal amount of $93,022.03 issued to M. Lee Pearce,
M.D.(17)10.27

Promissory
Note dated March 12, 2004, in the principal amount of $38,000 issued to M. Lee Pearce
M.D.(17)10.28

Promissory
Note dated April 14, 2004, in the principal amount of $126,000 issued to M. Lee Pearce,
M.D.(18)10.29

Promissory
Note dated July 6, 2004, in the principal amount of $23,000 issued to M. Lee Pearce,
M.D.(19)10.30

Promissory
Note dated August 6, 2004, in the principal amount of $35,000 issued to M. Lee Pearce,
M.D.(20)14
10.31

Promissory
Note dated October 11, 2004, in the principal amount of $140,000 issued to M. Lee Pearce,
M.D. (20)10.32

Promissory
Note dated November 18, 2004, in the principal amount of $29,000 issued to M. Lee Pearce,
M.D.10.33

Promissory
Note dated December 2, 2004, in the principal amount of $35,000 issued to M. Lee Pearce,
M.D.10.34

Stock
Exchange and Merger Agreement dated as of January 7, 2005 among Healthology, Inc.,
iVillage, Inc., Virtue                      Acquisition Corporation and certain
stockholders of Healthology, Inc., including the Company.10.35

Stock
Purchase Agreement dated as of January 7, 2005 between the Company and Steven Haimowitz.21

Subsidiaries
of the Registrant.31.1

Certification
of the Acting Principal Executive Officer relating to Periodic Financial Report pursuant
to Section                      302 of the Sarbanes-Oxley Act of 2002.31.2

Certification
of the Acting Principal Financial Officer relating to Periodic Financial Report pursuant
to Section                      302 of the Sarbanes-Oxley Act of 2002.32.1

Certification
of the Acting Principal Executive Officer of Periodic Financial Report Pursuant to 18
U.S.C. Section                      1350.32.2

Certification
of the Acting Principal Financial Officer of Periodic Financial Report Pursuant to 18
U.S.C. Section                      1350.(1)
Incorporated
by reference from an exhibit to the Companys Current Report on Form 8-K (File No.
000-05667), as filed            October 15, 1999.(2)
Incorporated
by reference from an exhibit to the Companys Proxy Statement for the Annual Meeting
of Shareholders of Le@P            Fleet, Inc. held May 14, 1997, as filed April 11, 1997.(3)
Incorporated
by reference from an exhibit to the Companys Annual Report on Form 10-KSB (File No.
000-05667) for the fiscal            year ended December 31, 1999, as filed March 30,
2000.(4)
Incorporated
by reference from an exhibit to the Companys Quarterly Report on Form 10-QSB (File
No. 000-05667) for the            quarter ended September 30, 1999, as filed November 15,
1999.(5)
Incorporated
by reference from an exhibit to the Companys Quarterly Report on Form 10-QSB (File
No. 000-05667) for the            quarter ended June 30, 2000, as filed August 14, 2000.(6)
Incorporated
by reference from an exhibit to the Companys Current Report on Form 8-K (File No.
000-05667), as filed March            16, 2000.(7)
Incorporated
by reference from an exhibit to the Companys Proxy Statement for the Annual Meeting
of Shareholders of Le@P            Technology, Inc. held June 17, 1999, as filed on June
4, 1999.(8)
Incorporated
by reference from an exhibit to the Companys Proxy Statement for the Annual Meeting
of Shareholders of Le@P            Technology, Inc. held June 24, 1998, as filed on June
8, 1998.(9)
Incorporated
by reference from an exhibit to the Quarterly Report on Form 10-QSB of Le@P Fleet, Inc.
for the quarterly            period ended March 31, 1997.(10)
Incorporated
by reference from an exhibit to the Companys Annual Report on Form 10-KSB (File No.
000-05699) for the fiscal year ended December 31, 2000, as filed April 1, 1999, as
amended April 30, 2000.(11)
Incorporated
by reference from an exhibit to the Companys Current Report on Form 8-K (File No.
000-05667), as filed on            October 18, 2001.15
(12)
Incorporated
by reference from an exhibit to the Companys Quarterly Report on Form 8-K (File No.
000-05667), as filed on            September 30, 2002.(13)
Incorporated
by reference from an exhibit to the Companys Quarterly Report on Form 10-QSB (File
No. 000-05667), as filed            on November 14, 2002.(14)
Incorporated
by reference from an exhibit to the Companys Annual Report on Form 10-KSB (File No.
000-05699) for the fiscal year ended December 31, 2002, as filed March 31, 2003, as
amended April 30, 2003.(15)
Incorporated
by reference from an exhibit to the Companys Quarterly Report on Form 10-QSB (File
No. 000-05667), as filed            on May 15, 2003.(16)
Incorporated
by reference from an exhibit to the Companys Quarterly Report on Form 10-QSB (File
No. 000-05667), as filed            on August 8, 2003.(17)
Incorporated
by reference from an exhibit to the Companys Annual Report on Form 10-KSB (File No.
000-05667), filed on            March 22, 2004.(18)
Incorporated
by reference from an exhibit to the Companys Quarterly Report on Form 10-QSB (File
No. 000-05667), as filed            on May 21, 2004.(19)
Incorporated
by reference from an exhibit to the Companys Quarterly Report on Form 10-QSB (File
No. 000-05667), as filed            on August 13, 2004.(20)
Incorporated
by reference from an exhibit to the Companys Quarterly Report on Form 10-QSB (File
No. 000-05667), as filed            on November 15, 2004.(b)
Reports
on Form 8-KDisposition
of Asset, for a current event occurring January 10, 2005, filed January 12, 2005.




ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES


Information called for by Part III,
Item 14, regarding principal accountant fees and services, is included in our Proxy
Statement relating to our annual meeting of stockholders, and is incorporated herein by
reference. The Proxy Statement will be filed within 120 days of December 31, 2004, the
Companys year-end.


16
SIGNATURES


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


LE@P TECHNOLOGY, INC.By:  /s/ Timothy C. Lincoln       
       Timothy C. Lincoln,       Acting Principal Executive OfficerBy: /s/ Mary E. Thomas       
       Mary E. Thomas,       Acting Principal Financial OfficerDated:     March 23, 2005


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

SIGNATURE
    
    TITLE
    DATE/s/
      Timothy C. Lincoln
      Timothy C. Lincoln
    
    Acting
      Principal Executive Officer and Director
    March 23 ,
      2005/s/
      Mary Thomas
      Mary Thomas
    
    Acting Principal
      Financial Officer and Director
    March 23, 2005/s/
      Mayra Diaz
      Mayra Diaz
    
    Director
    March 23, 200517
EXECUTION COPY


Exhibit
F


INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS



Le@P
      Technology, Inc. and Subsidiaries
    PAGEIndependent
      Auditors Report for 2004 and 2003
    F-2Consolidated
      Balance Sheets as of December 31, 2004 and 2003
    F-3Consolidated
      Statements of Operations for the years ended December 31, 2004 and 2003
    F-5Consolidated
      Statements of Stockholders Deficit for the years ended
           December 31, 2004 and 2003
    F-6Consolidated
      Statements of Cash Flows for the years ended December 31, 2004 and 2003
    F-7Notes to
      Consolidated Financial Statements
    F-8
INDEPENDENT
AUDITORS REPORT


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


We have audited the accompanying
consolidated balance sheets of Le@P Technology, Inc. and Subsidiaries as of December 31,
2004 and 2003 and the related consolidated statements of operations, stockholders
deficit, and cash flows for the years then ended. These consolidated financial statements
are the responsibility of the Companys management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.


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


In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the
consolidated financial position of Le@P Technology, Inc. and Subsidiaries as of December
31, 2004 and 2003, and the consolidated results of their operations and their cash flows
for the years then ended in conformity with accounting principles generally accepted in
the United States of America.
/s/ Berkowitz Dick Pollack & Brant,
LLP


Fort Lauderdale, Florida


February 10, 2005, except as to Note
1, which is as of March 17, 2005


F-2
Le@P Technology, Inc.
and Subsidiaries


Consolidated Balance
Sheets


December
      31,2004
    
    2003AssetsCurrent
      assets:Cash
    $
    23,088
    
    $
    20,253Due
      from related party
    
    3,250
    
    
    4,068Prepaid
      expenses and other current assets
    
    31,917
    
    
    18,684Total current
      assets
    
    58,255
    
    
    43,005Property
      and equipment, net
    
    532,048
    
    
    551,149Other assets
    
    700
    
    
    700Total assets
    $
    591,003
    
    $
    594,854See notes to
consolidated financial statements.


F-3
Le@P Technology, Inc.
and Subsidiaries


Consolidated Balance
Sheets (continued)

December
      31,2004
    
    2003Liabilities
      and stockholders deficitCurrent
      liabilities:Accounts
      payable
    $
    13,205
    
    $
    5,726Accrued
      professional fees
    
    50,000
    
    
    31,559Accrued
      compensation and related liabilities
    
    2,810
    
    
    14,563Short-term
      notes payable to related party
    
    0
    
    
    276,000Short-term
      accrued interest payable to related party
    
    324
    
    
    98,149Total current
      liabilities
    
    66,339
    
    
    425,997Long-term
      notes payable to related party
    
    3,376,987
    
    
    2,561,211Long-term
      accrued interest payable to related party
    
    97,951
    
    
    87,191Total liabilities
    
    3,541,277
    
    
    3,074,399Commitments
      and contingenciesStockholders
      deficit:Preferred
      stock, par value $0.001 per share. Authorized 25,000,000 shares
    
    2,170,000
    
    
    2,170,000Issued
      and outstanding 2,170 shares at December 31, 2004 and 2003Class
      A common stock, par value $0.20 per share. Authorized 99,975,000 shares
    
    6,753,211
    
    
    6,753,211Issued
      33,766,053 shares at December 31, 2004 and 2003Class
      B common stock, par value $0.20 per share. Authorized, issued and
    
    5,000
    
    
    5,000outstanding
      25,000 shares at December 31, 2004 and 2003Additional
      paid-in capital
    
    26,401,913
    
    
    26,401,913Accumulated
      deficit
    
    (38,230,938
    )
    
    (37,760,209
    )Treasury
      stock, at cost, 84,850 shares at December 31, 2004 and 2003
    
    (49,460
    )
    
    (49,460
    )Total stockholders
      deficit
    
    (2,950,274
    )
    
    (2,479,545
    )Total liabilities
      and stockholders deficit
    $
    591,003
    
    $
    594,854See notes to
consolidated financial statements.


F-4
Le@P Technology, Inc.
and Subsidiaries


Consolidated Statements
of Operations


Year
      Ended December 31,2004
    
    2003Revenue
    $
    
    
    $
    Expenses:Salaries
      and benefits
    
    37,656
    
    
    49,306Professional
      fees
    
    85,235
    
    
    71,895General
      and administrative
    
    197,289
    
    
    223,889Impairment
      of buildings
    
    
    
    
    75,000Total expenses
    
    320,180
    
    
    420,090Operating
      loss
    
    (320,180
    )
    
    (420,090
    )Interest
      income
    
    104
    
    
    188Other income
    
    4,000
    
    
    Interest
      expense
    
    (154,653
    )
    
    (123,018
    )Net loss
    $
    (470,729
    )
    $
    (542,920
    )Net loss
      attributable to common stockholders
    $
    (687,729
    )
    $
    (759,920
    )Basic
      and diluted net loss attributable to common stockholders per share:Net
      loss
    $
    (0.01
    )
    $
    (0.02
    )Net
      loss attributable to common stockholders
    $
    (0.02
    )
    $
    (0.02
    )Basic and
      diluted weighted average shares outstanding
    
    33,706,203
    
    
    33,706,203See notes to
consolidated financial statements.


F-5
Le@P Technology, Inc.
and SubsidiariesConsolidated Statements of Stockholders Deficit

Preferred
      Stock
    
    Class
      A and Class B
      Common Stock
    
    Additional
      Paid-in 
      Capital
    
    Accumulated
      Deficit
    
    Treasury
      Stock
    
    TotalShares
    
    Amount
    Shares
    
    Par
      ValueBalance
      at December 31, 2002
    
    2,170
    
    $
    2,170,000
    
    
    33,791,053
    
    $
    6,758,211
    
    $
    26,401,913
    
    $
    (37,217,289
    )
    $
    (49,460
    )
    $
    (1,936,625
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (542,920
    )
    
    
    
    
    (542,920
    )Balance
      at December 31, 2003
    
    2,170
    
    
    2,170,000
    
    
    33,791,053
    
    
    6,758,211
    
    
    26,401,913
    
    
    (37,760,209
    )
    
    (49,460
    )
    
    (2,479,545
    )Net
      loss
    
    
    
    
    
    
    
    
    
    
    (470,729
    )
    
    
    (470,729
    )Balance
      at December 31, 2004
    
    2,170
    
    $
    2,170,000
    
    
    33,791,053
    
    $
    6,758,211
    
    $
    26,401,913
    
    $
    (38,230,938
    )
    $
    (49,460
    )
    $
    (2,950,274
    )See notes to
consolidated financial statements.


F-6
Le@P Technology, Inc.
and Subsidiaries


Consolidated Statements
of Cash Flows

Year
      Ended December 31,2004
    
    2003Cash flows
      from operating activities:Net loss
    $
    (470,729
    )
    $
    (542,920
    )Adjustments
      to reconcile net loss to net cash used in operating activities:Depreciation
    
    19,101
    
    
    26,209Impairment
      of buildings
    
    
    
    
    75,000Changes
      in operating assets and liabilities:Due
      from related party
    
    818
    
    
    (1,505
    )Prepaid
      expenses and other current assets
    
    (13,233
    )
    
    9,660Accounts
      payable
    
    7,479
    
    
    (3,778
    )Accrued
      professional fees
    
    18,441
    
    
    (31,498
    )Accrued
      compensation and related liabilities
    
    (11,753
    )
    
    (140,845
    )Accrued
      interest payable to related party
    
    (87,066
    )
    
    123,019Net cash
      used in operating activities
    
    (536,942
    )
    
    (486,658
    )Cash flows
      from financing activitiesProceeds
      from notes payable to related party
    
    539,777
    
    
    438,000Net cash
      provided by financing activities
    
    539,777
    
    
    438,000Net change
      in cash
    
    2,835
    
    
    (48,658
    )Cash at beginning
      of year
    
    20,253
    
    
    68,911Cash at end
      of year
    $
    23,088
    
    $
    20,253Supplemental
      disclosure of cash flow information:Cash paid
      during year for: Interest
    $
    127,942
    
    $
    Cash paid
      during year for: Income Taxes
    $
    
    
    $
    See notes to
consolidated financial statements.


F-7
Le@P Technology, Inc.
and SubsidiariesNotes to Consolidated Financial Statements


1. The Company


Le@P Technology, Inc. and
Subsidiaries (Le@P or the Company), formerly known as Seal
Holdings Corporation and Subsidiaries, is a holding company that was formerly focused on
the acquisition of, and strategic investments in, companies providing services in health
care and life sciences (with particular interest in information technology companies). On
April 2, 1999, the name of the Company was changed to OH, Inc. and on July 5,
2000 it was further changed to Le@P Technology, Inc. On September 26, 2002,
the Board of Directors determined to cease for the foreseeable future investigating or
consummating further investment and acquisition opportunities.


On January 10, 2005, the Company
disposed of its investment in Healthology, Inc. (Healthology), resulting in
the receipt by the Company of more than $3,300,000 in cash plus 17,347 shares of
restricted common stock of iVillage Inc. (iVillage). In light of this increase
in funds available for investment, on March 16th the Board of Directors of the Company
determined to actively seek opportunities for the Company to make new investments or
acquisitions (whether in health care, life sciences or other industries), but only in the
form of controlling interests in the companies invested in or acquired or other types of
investments which would not the Company to be required to register as an investment
company pursuant to the Investment Company Act of 1940, as amended (the 40
Act).


2. Summary of
Significant Accounting Policies


Consolidation


The accompanying consolidated
financial statements (the financial statements) include the accounts of Le@P
Technology, Inc. and its wholly-owned subsidiaries. All significant intercompany accounts
and transactions are eliminated in consolidation. Investments in investment or acquisition
candidates (Partner Companies) in which Le@P owns 50% or less of the
outstanding voting securities, and in which significant influence is exercised, are
accounted for under the equity method. Significant influence is presumed at a 20%
ownership level; however, Le@P applies the equity method for investments in which it
acquires less than 20% of the voting interest if it exerts significant influence through
representation on the investees Board of Directors or through other means. All other
investments for which the Company does not have the ability to exercise significant
influence are accounted for on the cost method. Such investments are stated at the lower
of cost or net realizable value. During 2003 and 2004 the Company accounted for its
investments under the cost method.


Income Taxes


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


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


Recent
Accounting Pronouncements


In December 2004, the FASB issued
FASB Statement No. 123R, Share-Based Payment. This Statement is a revision of
FASB Statement No. 123, Accounting for Stock-Based Compensation. This
Statement supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees,
and its related implementation guidance. This Statement establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments for goods
or services. It also addresses transactions in which an entity incurs liabilities in
exchange for goods or services that are based on the fair value of the entitys
equity instruments or that may be settled by the issuance of those equity instruments.
This Statement focuses primarily on accounting for transactions in which an


F-8
entity obtains employee services in
share-based payment transactions. This Statement requires that the cost resulting from
all share-based payment transactions be recognized in the financial statements. This
Statement establishes fair value as the measurement objective in accounting for
share-based payment arrangements and requires all entities to apply a fair-value-based
measurement method in accounting for share-based payment transactions with employees.
This Statement is effective for public entities that file as small business issuers as of
the beginning of the first interim or annual reporting period that begins after December
15, 2005, and for nonpublic entities as of the beginning of the first annual reporting
period that begins after December 15, 2005. The Company is still assessing the impact, if
any, the Statement will have on the Companys financial statements.


In December 2004, the FASB issued
FASB Statement No. 153 (SFAS 153), Exchanges of Nonmonetary Assets, an amendment of
APB Opinion No. 29 (ABP 29). This Statement addresses the measurement of exchanges
of nonmonetary assets. It eliminates the exception from fair value measurement for
nonmonetary exchanges of similar productive assets in paragraph 21 (b) of APB 29 and
replaces it with an exception for exchanges that do not have commercial substance. This
Statement is effective for nonmonetary asset exchanges occurring in fiscal periods
beginning after June 15, 2005. The Company does not believe the adoption of this Statement
will have any material impact on the Companys financial statements.


Property and
Equipment


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


Use of
Estimates


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


Financial
Instruments


The Companys financial
instruments primarily consisting of cash, accounts payable, accrued professional fees,
accrued compensation and related liabilities and notes payable approximate fair value as
of December 31, 2004 and 2003.


Stock Based
Compensation


In December 2002, the FASB issued
Statement No. 148, Accounting for Stock Based Compensation-Transition and
Disclosure. FASB Statement No. 148 amends FASB Statement 123, Accounting for
Stock-Based Compensation, to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based employee
compensation. In addition, FASB Statement No. 148 amends the disclosure requirements of
FASB Statement No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee compensation
and the effect of the method used on reported results.


The Company applies APB No. 25
(accounting for stock issued to employees) and related  interpretations  in accounting
for stock options granted to employees.  Had the Company applied FASB Statement No. 123,
the  outstanding  options would not have an effect on income for 2004 and 2003.


There were no options granted during
the years ended December 31, 2004 and 2003.


F-9
3. Operating
Losses and Cash Flow Deficiencies


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


On September 30, 1999, the
Companys Chairman and majority stockholder agreed to provide Le@P, directly or
through his affiliates (collectively, the Majority Stockholder), funding of up
to $10,000,000 to be used to fund working capital requirements and future acquisitions, as
approved by the Companys Board of Directors (the Funding Commitment) and
as further discussed in Note 5 herein. Through December 31, 2004, the Company had received
$8,475,000 of the Funding Commitment and working capital notes aggregating $2,814,487 from
the Majority Stockholder. The notes are not part of the Funding Commitment. As of December
31, 2004, $1,525,000 was available to the Company pursuant to the Funding Commitment.
Subsequent to December 31, 2004, the Company completed the disposition of its entire
investment in Healthology. Healthology entered into a Stock Exchange and Merger Agreement
with iVillage Inc. on January 7, 2005. On January 10, 2005, the Company received
$3,050,880 for the Companys 3,050,880 shares of Healthology Series A Convertible
Voting Preferred Stock, and 17,347 shares of iVillage restricted common shares and
$347,413 for the Companys 800,000 shares of Healthology common stock.


The Company anticipates that the
balance of the Funding Commitment of its Majority Stockholder and the proceeds from the
Healthology disposition will be sufficient to cover operating expenses through the next
twelve months.


4. Investments


Healthology


On March 27, 2000, the Company
purchased an approximate 21% interest in the issued shares of Healthology (computed on an
as-converted basis). Healthology is a privately held, health-media company based in New
York, NY that produces and distributes original healthcare content generated by health
professionals. The Company acquired approximately 3,200,000 shares of Healthology Series A
Convertible Voting Preferred Stock (Healthology Preferred Shares) at a total
cost of approximately $3,500,000. The Company obtained the funds for the Healthology
acquisition through a capital contribution from its Majority Stockholder pursuant to the
Funding Commitment described in Note 5 herein. Subsequent to the purchase of the interest
in Healthology, the Company transferred 160,573 shares of Healthology Preferred Stock to
third parties in satisfaction of certain obligations of the Company.


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


The audited financial statements of
Healthology as of and for the year ended December 31, 2000 contained a going concern
explanatory paragraph and its financial statements as of and for the year ended December
31, 2001 reflected a net loss of approximately $5,000,000. Healthologys plans for
the years ended December 31, 2002 and 2001, included raising additional equity or debt
financing, investigating the possibility of merger or joint venture arrangements to obtain
additional sources of funds, and scaling back operations. Healthology was unsuccessful in
such endeavors to obtain financing and continued to experience significant losses. As a
result of these factors, the Company believed its investment in Healthology was materially
impaired and further reduced the value of its investment by $1,354,358 during 2001. During
2002, Healthology was unsuccessful in its endeavors to form a merger or joint venture
arrangement, and suffered continued losses amounting to approximately $988,000.
Accordingly, the Company wrote-off its remaining investment of approximately $115,000 in
the quarter ended December 31, 2002.


For the year ended December 31, 2003,
Healthologys unaudited net income was $1,087,000. As the Company records its
investments under the cost method of accounting, the book value of the Companys
investment in Healthology remained at zero.


F-10
On January 7, 2005, Healthology
entered into a Stock Exchange and Merger Agreement with iVillage, and the Company
completed the disposition of its entire investment in Healthology on January 10, 2005
pursuant to that agreement and a related Stock Purchase Agreement. (Note 15)


5. Funding
Commitment


In connection with the Funding
Commitment (Note 3), through December 31, 2004, the Majority Stockholder contributed
$8,475,000 to the Company. Of this amount, approximately $4,544,000 was to fund the
investment in Healthology and related transaction expenses, and the remaining balance was
substantially used to fund operating expenses. In consideration of these contributions,
the Company issued 1,614,284 shares of the Companys Class A Common Stock at a
purchase price of $5.25 per share.


As of December 31, 2004, a balance
amounting to $1,525,000 (the Additional Funds) was available to the Company
pursuant to the Funding Commitment. On March 30, 2000, the Board of Directors of the
Company and the Majority Stockholder agreed that all funds contributed pursuant to the
Funding Commitment including such Additional Funds, represent a subscription for
additional shares of the Companys Class A Common Stock at $5.25 per share (an
aggregate of 290,476 shares when the remaining $1,525,000 is contributed).


6. Property
and Equipment


Property
and equipment consists of the following:


December
      31,2004
    
    2003Land
    $
    510,000
    
    $
    510,000Leasehold
      improvements
    
    17,842
    
    
    17,842Equipment
      and software
    
    49,524
    
    
    49,524Furniture
      and fixtures
    
    84,553
    
    
    84,553661,919
    
    
    661,919Less accumulated
      depreciation
    
    129,871
    
    
    110,770$
    532,048
    
    $
    551,1497. Commitments
and Contingencies


Legal
Proceedings


The Company is involved in litigation
relating to the offshore supply business conducted prior to August 14, 1996 by certain
subsidiaries of the Company which are now inactive. The cases were filed against such
subsidiaries and other ship-owning companies based on the alleged exposure of 64 former
seamen to maritime asbestos and other toxic substances while working on vessels operated
by such companies as part of an industry wide series of similar claims. On May 1, 1996,
the claims against the Companys subsidiaries and the other defendants were
administratively dismissed subject to reinstatement against one or more specific
defendants upon a specific showing that a plaintiff suffers from an asbestos-related
disease and that he was exposed to asbestos containing products on the vessels operated by
such defendant(s). Since such date, none of the cases against the Companys
subsidiaries have been reinstated. At the present time, the Company does not believe such
cases are likely to have a material adverse impact upon the Company.


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


F-11
Employment
Contracts


During April 1999, the Company
entered into an employment contract with its Chief Executive Officer. This contract was
for an initial period of three years and included base salary plus bonuses. The Company
negotiated a severance agreement with Robert G. Tancredi, M.D., the Companys
President and Chief Executive Officer, whereby his services would end effective September
30, 2002. Dr. Tancredis employment agreement had otherwise been scheduled to
expire in March 2003, subject to certain severance or renewal requirements. In connection
with the severance agreement, the Company agreed to pay Dr. Tancredi $150,000 payable
over an eighteen month period and each of the parties otherwise released the other of all
other obligations and claims. A balance amounting to $0 and approximately $16,000 is
respectively included in accrued compensation and related liabilities in the accompanying
consolidated balance sheet at December 31, 2004 and 2003 relating to the severance
accrual.


8. Related
Party Transactions


The Companys Majority
Stockholder, directly or indirectly, owns a number of real estate entities with which the
Company has done or currently does business. At December 31, 2004, the Company was leasing
administrative office space from one such real estate entity. This lease expired December
31, 2004, and the Company is currently leasing the space on a month-to-month basis at
$4,000 per month.


The Company rented office a portion
of the administrative space to other related entities on a month-to-month basis during
2004, resulting in net rent expense amounting to approximately $16,711 for the year ended
December 31, 2004.


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


Through December 31, 2004, the
Company had received loans amounting to $2,814,487 from the Majority Stockholder. The
proceeds of loans were, and are, being used for working capital purposes. The loans are
evidenced by promissory notes, which pay interest at the prime rate. (5.25% at December
31, 2004) Principal and interest on the loans are due and payable in one lump sum on March
15, 2006. These notes are not part of the funding commitment.


Effective September 28, 2001, the
Majority Stockholder contributed land and buildings in Broward County, Florida to the
Company in exchange for a note payable. The land and buildings have been recorded at fair
value as determined by an independent third-party appraisal. The note payable consists of
a short-term promissory note in the amount of $37,500 which was due and paid on November
28, 2001 and a longer-term note and mortgage in the amount of $562,500 due in one lump sum
on September 28, 2006. Both notes bear interest at the rate of 7% per annum. All accrued
but unpaid interest on the longer-term note was due September 28, 2004 with regular
monthly interest payments to be made thereafter. The Company paid the accrued interest of
$118,125 on October 12, 2004, and continues to pay the regular monthly interest payments.


The land is zoned light industrial
and consists of approximately one and one-third acres. On July 16, 2003, the Board of
Directors determined that it was in the best interest of the Company to demolish the
existing buildings. The demolition of the buildings took place in August 2003. FASB
Statement of Financial Standard No. 144, Accounting for the Impairment or Disposal
of Long-Lived Assets, requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. As a result, the Company recognized an impairment loss equal to
the book value of the buildings in the amount of $75,000. On October 21, 2004 the Company
entered into a short-term two month lease to rent the property to an unrelated party. The
Company recognized rental income amounting to$4,000 that is reflected as other income in
the accompanying Consolidated Financial Statements for December 31, 2004. The Company is
currently seeking to lease the property.


The interest expense included in the
2004 and 2003 consolidated financial statements relates to interest charged on the
indebtedness due to the Majority Stockholder.


F-12
9. Stock Based
Compensation


Options may be granted to Company
employees, directors and consultants under various stock option plans. All options granted
under the plans through December 31, 2004 have been at prices which have been equal to or
greater than the fair market value of the Companys common stock at the date of
grant. At December 31, 2004, the Company had reserved 4,374,500 shares of Class A common
stock for possible future issuance under its stock option plans. Option activity under the
Companys plans is summarized below:


2004
    
    2003Shares
    
    Weighted 
      Average 
      Exercise Price
    
    Shares
    
    Weighted 
      Average 
      Exercise PriceOutstanding
      at beginning of year
    
    1,452,500
    
    $
    1.41
    
    
    1,897,500
    
    $
    1.81Options
      granted
    
    
    
    
    
    
    
    
    
    
    Options
      forfeited
    
    
    
    
    
    
    
    (445,000
    )
    
    1.75Outstanding
      at end of year
    
    1,452,500
    
    $
    1.41
    
    
    1,452,500
    
    $
    1.41Options
      exercisable at year-end
    
    1,452,500
    
    $
    1.41
    
    
    1,452,500
    
    $
    1.41Shares
      available for future grant
    
    4,374,500
    
    
    
    
    
    4,374,500The following table summarizes
information about stock options outstanding at December 31, 2004:



Exercise
      Price
    
    Stock
      Options Outstanding
    
    Stock
      Options ExercisableNumber
      of
      Options
    
    Weighted 
      Average 
      Remaining 
      Contractual
      Life
    
    Weighted 
      Average 
      Exercise Price
    Number
      of
      Options
    
    Weighted 
      Average 
      Exercise Price$0.50
    
    300,000
    
    2.3
    
    $
    0.50
    
    300,000
    
    $
    0.50$1.00
    
    240,000
    
    5.9
    
    $
    1.00
    
    240,000
    
    $
    1.00$1.75
    
    860,000
    
    3.7
    
    $
    1.75
    
    860,000
    
    $
    1.75$3.00
    
    52,500
    
    5.2
    
    $
    3.00
    
    52,500
    
    $
    3.00$0.50
      - $3.00
    
    1,452,500
    
    3.5
    
    $
    1.41
    
    1,452,500
    
    $
    1.4110. Loss Per
Share


Options were not included in the
computation of net loss per share and net loss per share attributable to common
stockholders for the years ended December 31, 2004 and 2003 because their effect would
have been anti-dilutive.


F-13
A reconciliation of net loss per
share to net loss per share attributable to common stockholders is as follows:


Year
      Ended December 31,Numerator:
    2004
    
    2003Net
      loss
    $
    (470,729
    )
    $
    (542,920
    )Dividends
      (undeclared) on cumulative preferred stock
    
    (217,000
    )
    
    (217,000
    )Numerator
      for basic and diluted loss per share - loss attributable
    $
    (687,729
    )
    $
    (759,920
    )to
      common stockholdersDenominator:Denominator
      for basic and diluted loss per share: Weighted
    
    33,706,203
    
    
    33,706,203average
      sharesBasic
      and diluted loss per share
    $
    (0.01
    )
    $
    (0.02
    )Basic
      and diluted loss per share attributable to common stockholders
    $
    (0.02
    )
    $
    (0.02
    )11. Preferred
Stock


The Certificate of Incorporation of
the Company, as amended, authorizes the issuance of 25,000,000 shares of Preferred Stock,
$.001 par value of which 2,500 shares have been designated as Series B 10% Cumulative
Preferred Stock, $.001 par value, (the Series B Preferred Stock). The Series B
Preferred Stock is nonvoting and nonconvertible. Dividends on the Series B Preferred Stock
are cumulative and accrue at a rate of 10% per annum on the preferred stocks stated
value of $1,000 per share and must be paid before any dividends may be paid on any other
class of common or preferred stock. No other class of common or preferred stock may be
redeemed or repurchased nor may the Series B Preferred Stock be altered or modified
without the approval of the holders of the Series B Preferred Stock. Effective November
15, 1999, the Company issued 2,170 shares of the Series B Preferred Stock to the majority
shareholder in exchange for $2,170,000, which had previously been contributed to the
Company. At December 31, 2004, dividends of $1,151,500 were accumulated on the Series B
Preferred Stock. Such amount will be accrued and charged to retained earnings, if any, or
additional paid-in capital when declared by the Companys Board of Directors.


12. Class B
Common Stock


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


13. Income
Taxes


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


Year
      Ended December 31,2004
    
    2003Deferred
      tax assets:Net operating
      loss carryforwards
    $
    3,198,722
    
    $
    3,031,172Accruals
    
    37,356
    
    
    75,915Stock -based
      compensation
    
    29,991
    
    
    29,999Other
    
    4,675
    
    
    8,224Deferred
      tax assets
    
    3,270,744
    
    
    3,145,310Less
      valuation allowance
    
    (3,270,744
    )
    
    (3,145,310
    )Net deferred
      tax assets
    $
    
    
    $
    F-14
A reconciliation of the U.S.
statutory federal income tax rate to the effective income tax rate (benefit) follows:


Year
      Ended December 31,2004
    
    2003U.S.
      Federal Statutory rate
    
    34.00
    %
    
    34.00
    %State income
      taxes, net of federal benefit
    
    3.63
    
    
    3.63Change
      in valuation allowance
    
    (26.65
    )
    
    (53.60
    )Non-deductible
      items
    
    (0.01
    )
    
    (0.01
    )Other
    
    (10.97
    )
    
    15.980.00
    %
    
    0.00
    %SFAS 109 requires a valuation allowance
to reduce the deferred tax assets reported if, based on the weight of the evidence, it is
more likely than not that some portion or all of the deferred tax assets will not be
realized. After consideration of the evidence, both positive and negative, management has
determined that a $3,270,744 valuation allowance at December 31, 2004 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 $125,434. At December 31,
2004, the Company has available net operating loss carryforwards of approximately
$8,500,000 of which approximately $1,078,000 expire from 2010 to 2012 with the remainder
expiring during 2019 through 2023.


14. Valuation
and Qualifying Accounts


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



Description
    
    Balance at 
      Beginning of
      Period
    
    Charged
      to
      Costs and 
      Expenses
    
    Write-offs
    
    Other
      Changes
    
    Balance
      at
      End of 
      PeriodDeferred
      tax asset valuation allowanceYear ended December 31, 2003
    
    $
    2,854,298
    
    $
    291,012
    
    
    
    
    
    
    
    $
    3,145,310Year
      ended December 31, 2004
    
    $
    3,145,310
    
    $
    125,434
    
    
    
    
    
    
    
    $
    3,270,74415. Subsequent
Event


On January 7, 2005, Healthology
entered into a Stock Exchange and Merger Agreement with iVillage Inc., and the Company
completed the disposition of its entire investment in Healthology on January 10, 2005
(Note 4). The Company received $3,050,880 in cash for the 3,050,880 shares of Healthology
Series A Convertible Voting Preferred Stock, and 17,347 shares (aggregate fair market
value of $99,745) of iVillage restricted common shares and $347,413 in cash for the
800,000 shares of Healthology common stock.


F-15