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

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

                                   FORM 10-KSB

(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934
     for the fiscal year ended December 31, 2001

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

                         Commission file number: 0-5667

                              LE@P TECHNOLOGY, INC.
                 (Name of small business issuer in its charter)

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

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

Registrant's telephone number:                                    (954) 771-1772

Securities registered under Section 12(b) of the Exchange Act:    None

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

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

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

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

The  aggregate  market value of the common equity held by  non-affiliates  as of
March 15, 2002 was  approximately  $300 thousand based on the $ 0.17 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, 2002 was  33,681,203.  The number of shares of Class B Common Stock of
the issuer outstanding as of March 15, 2002 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 [X]

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<PAGE>


                                FORM 10-KSB INDEX
                                -----------------

                                                                            PAGE

GENERAL

PART I         ............................................................   3

ITEM 1.        DESCRIPTION OF BUSINESS.....................................   3

ITEM 2.        DESCRIPTION OF PROPERTIES...................................   6

ITEM 3.        LEGAL PROCEEDINGS...........................................   6

ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........   6

PART II        ............................................................   7

ITEM 5.        MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
               MATTERS.....................................................   7

ITEM 6.        MANAGEMENT'S PLAN OF OPERATION..............................   8

ITEM 7.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.................   12

ITEM 8.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE.........................   12

PART III       ............................................................   13

ITEM 9.        DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
               CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (a) OF
               THE EXCHANGE ACT. ..........................................   13

ITEM 10.       EXECUTIVE COMPENSATION......................................   13

ITEM 11.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
               MANAGEMENT..................................................   13

ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............   13

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


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PART I

ITEM 1.   DESCRIPTION OF BUSINESS

Business Strategy

Le@P Technology,  Inc.'s ("Le@P" or the "Company")  operating strategy continues
to be  reevaluated  by  management  in light  of  difficulties  associated  with
investment in rapidly expanding emerging  companies and the significant  decline
in market  value or failure of many of such  companies.  Since the  beginning of
2000,  the  Company's  operating  strategy has evolved to place less emphasis on
Internet and business-to-business  e-commerce companies, while retaining a focus
on  companies in the  healthcare  and  life-sciences  industries  with  product,
service, or information technology capabilities.  The Company intends to utilize
the  substantial  healthcare  skills,  experience  and industry  contacts of its
management and Board of Directors in the  development of a network of investment
and  acquisition  candidates  (referred to herein as "Partner  Companies").  The
Company is currently  exploring  investments  in  businesses  with positive cash
flow,  however,  the  ability of the  Company to pursue any such  investment  or
acquisition  opportunity  will be dependent upon its ability to obtain financing
for such activities.

The  Company  may also make other  acquisitions  or  investments  outside of its
normal business plan in order to achieve other objectives,  including  avoidance
of regulation as an investment  company under the Investment Company Act of 1940
(the "'40 Act").

The Company  presently has no significant  remaining  investments in any Partner
Company,  having  written-down  its  investments in such Companies over the last
several  quarters.  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.

Acquisition and Investment Strategy

The Company uses an informal network of business contacts,  media coverage,  and
attendance  at industry and venture  conferences  to identify  suitable  Partner
Company prospects.  Le@P believes that the healthcare  industry knowledge of its
management  and Board  provide a  competitive  advantage  in the  evaluation  of
investment  targets.  The Company also believes that potential Partner Companies
will  look  favorably  on  Le@P's  healthcare  experience  when  deciding  among
investors.

Competition

Le@P  operates  (or  will  seek to  operate)  in a highly  competitive,  rapidly
evolving  business  environment  both  through  the  operations  of its  Partner
Companies and through its  identification of prospects for future acquisition or
investment.  The markets in which our initial  Partner  Companies  operated (and
most  likely  any  future  Partner   Companies)  are   characterized   by  rapid
technological  change,  frequent  new  product  and  service  introductions  and
evolving industry standards. Competitors include a wide variety of companies and
organizations,  many with greater  financial  and technical  resources  than the
Partner   Companies  and  Le@P.  The  Company  also  faces  competition  in  the
identification of Partner  Companies that fit within its investment  parameters.
Competitors  for  acquisition or investment  include public and private  venture
capital firms, 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,  Inc. ("Healthology"),
a privately held, health-media company. Le@P purchased approximately 3.2 million
shares  of  the  Series  A  Convertible  Voting  Preferred  Stock  ("Healthology
Preferred  Stock")  of  Healthology  (the  "Healthology  Transaction")  for $3.2
million  in  cash,   (plus   approximately   $300,000  of  related  costs)  then
representing an approximate 21% interest in the issued shares of Healthology.


                                       3
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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%.

The audited financial  statements of Healthology for December 31, 2000 contained
a going concern explanatory  paragraph and its financial statements for December
31, 2001 reflected a net loss of approximately $5.0 million. Healthology's plans
for the year ending December 31, 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 2001 in such endeavors to obtain  financing and
continues to experience significant losses.  Heathology has reduced its expenses
and made other  efforts to reduce  losses to sustain  its  operations.  There is
significant  risk that these  efforts,  as well as attempts to raise  additional
capital, will not be successful.  A failure in this regard would have a material
adverse  effect  on  Healthology.  As a result  of these  factors,  the  Company
believed its  investment  in  Healthology  was  materially  impaired and further
reduced the value of its  investment  from  $1,604,358  to $250,000 in September
2001.  During the fourth  quarter of 2001,  the  Company  recognized  additional
amounts related to its proportionate share of Healthology's  losses that further
reduced this  investment  to  approximately  $120,000 at December 31, 2001.  The
Company's  investment in Healthology is illiquid in nature and cannot be readily
sold.

Investment in Camber

The Company's  investment in Camber had a carrying value of  approximately  $1.8
million at June 30, 2001,  representing  Le@P's  historical  cost basis.  Camber
operates  clinics  in  Florida,  California  and  Pennsylvania  specializing  in
multidisciplinary, musculoskeletal care.

The amount of the impairment was determined by taking the difference between the
fair value of the  Company's  interest in Camber at  September  30, 2001 and the
carrying  value of the  investment  as recorded by the Company.  Camber has been
unable to  successfully  execute  its  business  plans and will  potentially  be
required to obtain significant additional funding in the near future to continue
its  operations.  In  addition,  recent  attempts  by the  Company  to sell  its
investment  in Camber  have been  unsuccessful  and have  caused the  Company to
re-assess the  recoverability of this investment.  As a result of these factors,
during the quarter ended  September  30, 2001,  the Company  concluded  that the
carrying  value of its  investment  in Camber was impaired and  wrote-down  this
investment  down  to  $30,000.  The  impairment  is  included  in  write-off  of
investments in the accompanying consolidated statement of operations.

Investment in VisualPlex

On February 6, 2001, the Company  purchased  200,000 shares of VisualPlex  Corp.
common stock and 240 shares of VisualPlex  Corp.  preferred  stock for $253,367.
Such investment represented less than a 1% interest in VisualPlex. method.

During the quarter ended June 30, 2001,  after the  substantial  market decline,
VisualPlex  ceased  operations and the Company concluded that the carrying value
of  its  investment  in  VisualPlex   Corp.  was  impaired  and  wrote-off  this
investment.  The  write-off  is  included in  write-off  of  investments  in the
accompanying consolidated statements of operations.

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 Real Property has been recorded at fair value as determined
by  an  independent  third-party  appraisal.  The  notes  payable  consist  of a
short-term  promissory note in the amount of $37,500 due November 28, 2001 and a
longer-term  note and  mortgage in the amount of $562,500 due in one lump sum on
September  28,  2006,  and  bearing  interest  at the rate of 7% per annum.  All
accrued but unpaid interest on the long-term note is due September 28, 2004 with
regular monthly interest payments to be made thereafter.


                                       4
<PAGE>


The Real Property is zoned light  industrial and consists of  approximately  one
and  one-third  acres  and  four  structures   that   collectively   consist  of
approximately 9,000 square feet. The structures are presently  unoccupied and in
need of repair.

The primary motivation for the Company's acquisition of the Real Property was to
increase  the  amount  of its  assets  that  do not  constitute  investments  in
securities  and  thereby  enable the  Company  to  continue  to  qualify  for an
exclusion from investment  company status under Investment Company Act of 1940 (
the "'40 Act").

Investment Company Act Considerations

The  exclusion on which the Company is currently  relying  provides that no more
than 45% of the value of the Company's  total assets may consist of, and no more
than 45% of its net income  after  taxes may be  derived  from,  investments  in
securities (other than those 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.

History of Le@P Technology, Inc.

The Company was  organized in March 1997 under the laws of the State of Delaware
and is the successor to the then registrant, Seal Fleet, Inc.. When used in this
report,  the terms "Le@P" and the "Company" refer to (a) prior to April 2, 1999,
Seal  Holdings and its  subsidiaries  or its  predecessor  companies  unless the
context indicates otherwise and (b) for April 2, 1999 forward,  OH, Inc. and its
subsidiaries and predecessor company.

At the Annual Meeting of Stockholders  held on May 14, 1997, 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.  At the Annual  Meeting of  Stockholders  held on July 5,
2000, the Company's name was changed to Le@P Technology, Inc.

Employees

Le@P currently has three full-time employees.


                                       5
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ITEM 2.   DESCRIPTION OF PROPERTIES

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
Shareholder")  for 2,060 square feet of space for its corporate  offices in Fort
Lauderdale,  Florida. The lease expires in 2004 and currently has an annual base
rental rate of approximately $43,000, adjusted annually for inflation.

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 November 28, 2001 and a longer-term
note and mortgage in the amount of $562,500 due in one lump sum on September 28,
2006, and bearing  interest at the rate of 7% per annum.  All accrued but unpaid
interest on the long-term  note is due  September 28, 2004 with regular  monthly
interest payments to be made thereafter.

The Real Property is zoned light  industrial and consists of  approximately  one
and  one-third  acres  and  four  structures   that   collectively   consist  of
approximately  9,000  square feet.  The Company  intends to repair and offer for
lease  one or more of the  structures  if  funding  for  such a  project  can be
reasonably obtained.

ITEM 3.   LEGAL PROCEEDINGS

The Company is involved in litigation  relating to the offshore  supply business
conducted prior to August 14, 1996 by certain inactive subsidiaries of Le@P. The
cases are maritime asbestos claims against the Company's subsidiaries. On May 1,
1996,  the  asbestos   claims  were   administratively   dismissed   subject  to
reinstatement on motion of plaintiff's counsel. These cases may be reinstated in
the future.  At the present  time,  the Company does not believe such cases will
have a material adverse impact upon the Company.

In  addition,  in  October  2001,  the  Company  and  certain  of  its  inactive
subsidiaries  formerly engaged in the marine shipping business,  were named as a
co-defendant  and third party  defendant in connection  with certain  litigation
pending in the United States District Court, Eastern District of Louisiana.  The
case arises out of a shipping duty in the amount of  approximately  $73,500 paid
by the claimant in 1998,  together  with claims for interest and attorney  fees.
The Company is currently evaluating the claim, but does not presently believe it
will have a material adverse impact on 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.

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, 2001.


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PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


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, 2000 and 2001, 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            LOW
          ------------                                 --------       --------
          2000
          ----
               First Quarter                           $   4.13       $   1.75
               Second Quarter                              2.69            .75
               Third Quarter                               1.38            .88
               Fourth Quarter                              1.88            .75

          2001
          ----

               First Quarter                               1.25            .81
               Second Quarter                               .75            .38
               Third Quarter                                .62            .41
               Fourth Quarter                               .51            .31


There is no public market for the Class B Common Stock or the Series B Preferred
Stock,  all of which are issued to entities  beneficially  owned by the Majority
Shareholder.

Holders

The number of  stockholders  of record as of March 15,  2002,  was 1,487 for the
Class A Common Stock.

Dividends

The Company 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 dividends on the Company's Series B Preferred Stock.

Recent Sales of Securities

In  accordance  with the terms of a Funding and  Subscription  Commitment  Dated
March 30,  2000,  between  the Company and the  Company's  Majority  Stockholder
during the year ended  December  31,  2001,  the Company  sold an  aggregate  of
376,190  shares of its Class A Common  Stock to the  Majority  Stockholder  at a
price of $5.25 per share for an aggregate  consideration  of  $1,975,000.  These
funds were used for general  working capital  purposes and, in part,  toward the
funding of the Company's  investments in the first quarter of the year 2001. The
foregoing  issuances of securities to the Majority  Stockholder were exempt from
registration  under  federal  securities  laws  pursuant to Section  4(2) of the
Securities Act of 1933, as amended.


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ITEM 6.   MANAGEMENT'S PLAN OF OPERATION

Business Strategy

Le@P Technology,  Inc.'s ("Le@P" or the "Company")  operating strategy continues
to be  reevaluated  by  management  in light  of  difficulties  associated  with
investment in rapidly expanding emerging  companies and the significant  decline
in market  value or failure of many of such  companies.  Since the  beginning of
2000,  the  Company's  operating  strategy has evolved to place less emphasis on
Internet and business-to-business  e-commerce companies, while retaining a focus
on  companies in the  healthcare  and  life-sciences  industries  with  product,
service,  or  information  technology  capabilities.  The  Company is  currently
exploring investments in businesses with positive cash flow. The Company intends
to utilize the substantial  healthcare skills,  experience and industry contacts
of its  management  and Board of  Directors in the  development  of a network of
investment  and   acquisition   candidates   (referred  to  herein  as  "Partner
Companies"). The ability of the Company to ultimately pursue any such investment
or  acquisition  opportunities  will be  dependent  upon its  ability  to obtain
financing for such activities.

Acquisition and Investment Strategy

The Company uses an informal network of business contacts,  media coverage,  and
attendance  at industry and venture  conferences  to identify  suitable  Partner
Company prospects.  Le@P believes that the healthcare  industry knowledge of its
management  and Board  provide a  competitive  advantage  in the  evaluation  of
investment  targets.  The Company also believes that potential Partner Companies
will  look  favorably  on  Le@P's  healthcare  experience  when  deciding  among
investors.

Company Liquidity and Cash Requirements

The  Company  will need to raise  significant  capital  in order to  pursue  any
acquisition and in order to make further  investments in Partner Companies.  The
Company  will  also  need to obtain  additional  financing  in order to fund its
normal  operating  expenses.  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
described in Note 4 of the Company's  December 31, 2001  consolidated  financial
statements included in Part II, Item 7 of this Form 10-KSB. Through December 31,
2001,  the  Company  had  received  approximately  $8.5  million of the  Funding
Commitment.  Although the Company anticipates that the Funding Commitment of its
Majority  Stockholder  will be sufficient to cover  operating  expenses  through
2002, the Company will be required to raise additional  capital in order to make
any investments or acquisitions.

During the fourth quarter of 2001, the Company  received a loan in the amount of
$375,000 from the Majority  Stockholder.  The loan was initially  evidenced by a
short-term promissory note due April 2, 2002 and bearing interest at the rate of
7% per annum. The maturity date on the note was subsequently extended to January
15, 2003,  and the interest rate was changed to the prime rate.  The proceeds of
the loan were used for working  capital  purposes.  Subsequent  to December  31,
2001, the Company received loans of $380,000 from the Majority Stockholder.  The
proceeds of the loans are being used for working capital  purposes.  These loans
were  consolidated  on March 27, 2002,  and a  promissory  note in the amount of
$766,183.04  issued,  representing  the then  aggregate  amount of principal and
accrued  interest on the loans.  Such promissory note continues to bear interest
at the prime rate and provide for a maturity date of January 15, 2003. Principal
and  interest  on the loans are due and  payable in one lump sum on January  15,
2003. Neither of these notes was part of the $10 million Funding Commitment.  In
addition, management of the Company is pursuing various business alternatives to
enable the Company to continue meeting its current and projected commitments and
obligations, or will attempt to further reduce the amount of such liabilities to
a manageable level.

Because the Company  does not  anticipate  receiving  cash flow from its Partner
Companies,  funding for operations and future Partner Company  investments  once
the  Funding  Commitment  is  exhausted  will  require  that the  Company  raise
additional  cash.  Any such cash raised would likely be  dependent,  among other
things,  on the  Company's  ability  to  demonstrate  a record  of  successfully
identifying and consummating  investments or acquisitions in Partner  Companies,
which it has not been  able to do to date.  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


                                       8
<PAGE>

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, 2001 compared with December 31, 2000 and to material
changes in results of operations  when  comparing  the years ended  December 31,
2001 to December 31, 2000. All amounts in the discussion below are approximate.

Financial Condition at December 31, 2001 Compared to December 31, 2000

Total assets  decreased  during the year ended December 31, 2001 by $4.0 million
to  $1.1  million.   Although  the  Company  had  an  additional  investment  in
Healthology of $1.0 million,  it had a net decrease in total assets primarily as
a result of a reduction  in cash of $662,000  and a reduction  in the  Company's
investment in Healthology of $3.2 million to account for the Company's  share of
Healthology's  losses during 2001 and the write down of the Company's investment
in  Healthology  as  previously  discussed  herein.  On December 31,  2001,  the
super-voting right that enabled the Company to exert significant  influence over
Healthology expired.  Accordingly,  subsequent to December 31, 2001, the Company
will account for its investment in Healthology under the cost method and will no
longer recognize its  proportionate  share of  Healthology's  losses as was done
during  2001 and 2000.  The  reduction  in cash  resulted  principally  from the
payment  of  cash  expenses  for  operations  and  to  fund  the  investment  in
VisualPlex.  In addition, the Company wrote off its investment in Camber by $1.8
million,  representing  substantially  all  of  its  investment.   Property  and
equipment  increased  primarily  as a result of the  purchase  of  certain  real
property for $600,000 financed through the execution of a short-term  promissory
note in the amount of $37,500 due (and paid) 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.

Results of Operations  for the Year Ended December 31, 2001 Compared to the Year
Ended December 31, 2000

Excluding  the  write-off's  of certain of the Company's  investments  which are
discussed  above,  operating  expenses  for the year  ended  December  31,  2001
decreased  by $324,000  from the year ended  December  31,  2000.  Salaries  and
benefits  decreased by $288,000  when  compared to December  31,  2000.  The net
decrease in salaries and  benefits  resulted  primarily  from a reduction of the
Company's  employees  and a decrease in the accrual for bonuses  provided for in
certain  management  employment  agreements.  Professional  fees and general and
administrative expenses were generally comparable to the preceding year.

Net loss for 2001  increased by $3.8 million  over the  comparable  2000 period,
primarily  due to the  write-off  of the  Company's  investments  in  VisualPlex
($253,000),  Healthology ($1.4 million), and Camber ($1.8 million). In addition,
beginning in the second  quarter of 2000,  the Company began  recording a charge
for  amortization  of the  excess  of its  investment  in  Healthology  over the
Company's share of the underlying net assets of Healthology, which increases the
Company's net loss.  Prior to December 31, 2000 such charge was being  amortized
over a period of 5 years.

The Company completed its investment in Healthology during March 2000. Following
such  investment,  and pursuant to the equity method of accounting,  the Company
began  recording  its equity in the loss of  Healthology  during the year as set
forth below.


                                       9
<PAGE>

<TABLE>
<CAPTION>
                                                      Three Months Ended (Unaudited)                   Year Ended
                                      -------------------------------------------------------------
                                      Dec. 31, 2001   Sep. 30, 2001   June 30, 2001   Mar. 31, 2001   Dec. 31, 2001
                                      -------------   -------------   -------------   -------------   -------------

<S>                                   <C>             <C>             <C>             <C>             <C>
Healthology net loss                  $  (553,000)    $(1,069,000)    $(1,071,000)    $(2,300,000)    $(4,993,000)
                                      ===========================================================================

Company's proportionate share of
Healthology's net loss                   (135,000)       (191,000)       (192,000)       (383,000)       (901,000)

Amortization of amount by which
the carrying value of the
Company's investment in
Healthology exceeds its share of
the underlying net assets of
Healthology                                    --        (332,000)       (336,000)       (329,000)       (997,000)
                                      -----------     -----------     -----------     -----------     -----------

Equity in the loss of Healthology     $  (135,000)    $  (523,000)    $  (528,000)    $  (712,000)    $(1,898,000)
                                      ===========================================================================
</TABLE>

During 2001 and 2000, the Company's  equity in the loss of Healthology  included
amortization  of the amount by which the  Company's  carrying  value exceeds its
share  of the  underlying  net  assets  of  Healthology.  Such  amount  has been
amortized  on a  straight-line  basis  over five years as an  adjustment  to the
Company's share of Healthology's net income or loss.  Subsequent to December 31,
2001, the Company no longer has the ability to exert significant  influence over
Healthology and will begin accounting for this investment under the cost method.
Accordingly,  the Company will no longer  recognize its  proportionate  share of
Healthology's losses and will discontinue amortization of the difference between
its  investment in  Healthology  and its  proportionate  share of  Healthology's
equity.

Generally,  pursuant  to the  equity  method  of  accounting,  when a  Company's
ownership  interest  in an  investee  drops  below  20%,  the  equity  method of
accounting  is no longer  applicable  and the  Company  uses the cost  method of
accounting.  Under the cost method,  investments are stated at the lower of cost
or net  realizable  value and no charge is recorded for the Company's  equity in
income or loss of the investee.  Since March 1, 2001, the Company's  interest in
the issued equity securities of Healthology has been  approximately 18%. Despite
this lower ownership interest, the Company had continued to exercise significant
influence  over  the  operations  of  Healthology  through  December  31,  2001,
primarily by virtue of the Company's  contractual right to maintain two seats on
Healthology's Board of Directors and certain "Super-Voting Right" with regard to
the  election  of  directors   (which  right  expired  on  December  31,  2001).
Accordingly,  as discussed  above,  subsequent  to December 31, 2001 the Company
will account for its investment in Healthology under the cost method.


                                       10
<PAGE>


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 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 for
     Internet, technology and healthcare businesses,

*    Risks associated with acquisitions and the integration thereof,

*    Risks associated with start-up and early-stage enterprises,

*    Risks associated with providing services over the Internet,

*    Healthcare regulatory considerations and risks,

*    Regulatory considerations under the Investment Company Act of 1940,

*    Contingent liabilities,

*    The impact of competitive services and pricing, 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.


                                       11
<PAGE>


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.

Report of Independent Certified Public Accountants (Le@P Technology, Inc.)

Report of Independent Certified Public Accountants (Healthology, Inc.)

Consolidated Balance Sheets as of December 31, 2001 and 2000

Consolidated  Statements of Operations for the years ended December 31, 2001 and
2000

Consolidated  Statements of  Shareholders'  (Deficit) Equity for the years ended
December 31, 2001 and 2000

Consolidated  Statements of Cash Flows for the years ended December 31, 2001 and
2000

Notes to Consolidated Financial Statements

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

          None.



                       THIS SPACE INTENTIONALLY LEFT BLANK


                                       12
<PAGE>


PART III

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

The  information  required in response  to this Item is  incorporated  herein by
reference  from the Company's  Definitive  Proxy  Statement to be filed with the
Securities and Exchange  Commission in connection with the Company's 2002 Annual
Meeting of Stockholders.

ITEM 10. EXECUTIVE COMPENSATION

The  information  required in response  to this Item is  incorporated  herein by
reference  from the Company's  Definitive  Proxy  Statement to be filed with the
Securities and Exchange  Commission in connection with the Company's 2002 Annual
Meeting of Stockholders.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  information  required in response  to this Item is  incorporated  herein by
reference  from the Company's  Definitive  Proxy  Statement to be filed with the
Securities and Exchange  Commission in connection with the Company's 2002 Annual
Meeting of Stockholders.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  information  required in response  to this Item is  incorporated  herein by
reference  from the Company's  Definitive  Proxy  Statement to be filed with the
Securities and Exchange  Commission in connection with the Company's 2002 Annual
Meeting of Stockholders.

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

(a)(1)    Financial Statements
          Reference  is made to the Index  set forth on Page F-1 of this  Annual
          Report on Form 10-K.

(a)(2)    Financial Statement Schedules

          All schedules have been omitted  because they are  inapplicable or the
          information  is provided  in the  consolidated  financial  statements,
          including the notes hereto.

(a)(3)    Exhibits


                                       13
<PAGE>


EXHIBIT                            DESCRIPTION

3.1.1     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. (5)

3.1.5     Certificate  of  Amendment to  Certificate  of  Incorporation  of Le@P
          Technology, Inc. filed July 5, 2000. (6)

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. (7)

4.4       Stockholders'  Agreement between  Healthology,  Inc., Le@P Technology,
          Inc. and certain  existing  stockholders  of  Healthology,  Inc. dated
          March 1, 2000. (7)

4.5       First  Amended  and  Restated   Investors  Rights  Agreement   between
          Healthology,  Inc. Le@P Technology, Inc., and Communicade,  Inc. dated
          August 1, 2000. (6)

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. (6)

4.7       Amended and Restated Certificate of Incorporation of Healthology, Inc.
          filed August 1, 2000. (6)

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.
          (11)

10.3      Employment  Agreement  dated April 1, 1999,  with Robert G.  Tancredi,
          M.D. (11)

10.4.1    1999 Long Term Incentive Plan. (8)

10.4.2    1998 Incentive Option Plan. (9)

10.4.3    1997 Incentive Option Plan. (2)

10.4.4    Seal Fleet, Inc. Amended 1996 Long-Term Incentive Plan. (10)


                                       14
<PAGE>


10.11     Purchase  Agreement  between  Healthology,  Inc. and Le@P  Technology,
          Inc., dated as of February 2, 2001 (4)

10.12     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 (12)

10.13     Promissory Note dated  September 28, 2001, in the principal  amount of
          $37,500, executed by Parkson Property LLC. (12)

10.14     Promissory Note dated  September 28, 2001, in the principal  amount of
          $712,500, executed by Parkson Property LLC. (12)

10.15     Mortgage Deed dated  September  28, 2001,  by Parkson  Property LLC in
          favor of Bay Colony Associates, Ltd. (12)

10.16     Promissory  Note dated  March 27,  2002,  in the  principal  amount of
          $766,183.04, issued to the M. Lee Pearce Irrevocable Trust,  replacing
          certain  promissory  notes  issued in October, 2001  and  January  and
          Februry 2002.

21        Subsidiaries of the Registrant.

-------------------
(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  Current
          Report on Form 8-K (File No. 000-05667), as filed February 20, 2002.

(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
          September 30, 1999, as filed November 15, 1999.

(6)       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.

(7)       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.

(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 17, 1999, as filed on June 4, 1999.

(9)       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.

(10)      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.

(11)      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.

(12)      Incorporated  by reference  from an exhibit to the  Company's  Current
          Report on Form 8-K (File No. 000-05667), as filed October 18, 2001.

 (b)      Reports on Form 8-K

          Report on Form 8-K filed October 18, 2001,  relating to an event dated
          September 28, 2001.  Pursuant to Item 2 of such Report, the Registrant
          reported the  acquisition of certain real property  located in Broward
          County, Florida.

          Report on Form 8-K/A-1 filed December 12, 2001,  amending the Form 8-K
          filed on October 18, 2001. This amendment provided unaudited Pro Forma
          Statements of Operations for the nine months ended September 30, 2001,
          and  the  year  ended  December  31,  2000,  to  give  effect  to  the
          Registrant's  acquisition  of  certain  real  property  as if  it  had
          occurred on January 1, 2000.


                                       15
<PAGE>


                                   SIGNATURES

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

                                   LE@P TECHNOLOGY, INC.

                                   By: /s/ Robert G. Tancredi, MD
                                       --------------------------------------
                                        Robert G. Tancredi, MD,
                                        President and Chief Executive Officer

                                   By: /s/ Mary E. Thomas
                                       --------------------------------------
                                        Mary E. Thomas,
                                        Acting Principal Financial Officer

Dated: March 29, 2002

     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.

<TABLE>
<CAPTION>
<S>                              <C>                                                  <C>
        SIGNATURE                     TITLE                                                DATE

/s/ Robert G. Tancredi, MD       President, Chief Executive Officer and Director      March 29, 2002
--------------------------       (Principal Executive Officer)
Robert G. Tancredi, MD

/s/ M. Lee Pearce, MD            Chairman of the Board of Directors                   March 29, 2002
--------------------------
M. Lee Pearce, MD

/s/ Jose B. Valle                Director                                             March 29, 2002
--------------------------
Jose B. Valle

/s/ Laurence Brody               Director                                             March 29, 2002
--------------------------
Laurence Brody

/s/ Timothy C. Lincoln              Director                                          March 29, 2002
--------------------------
Timothy C. Lincoln
</TABLE>


<PAGE>


                                   "Exhibit F"

                          INDEX TO FINANCIAL STATEMENTS

Le@P Technology, Inc.                                                       PAGE
                                                                            ----

Report of Independent Certified Public Accountants
  (Le@P Technology, Inc.) ............................................       F-2

Report of Independent Certified Public Accountants
  (Healthology, Inc.) ................................................       F-3

Consolidated Balance Sheets as of December 31, 2001 and 2000 .........       F-4

Consolidated Statements of Operations for the years ended
  December 31, 2001 and 2000 .........................................       F-6

Consolidated Statements of Shareholders' (Deficit) Equity
  for the years ended December 31, 2001 and 2000 .....................       F-7

Consolidated Statements of Cash Flows for the years ended
  December 31, 2001 and 2000 .........................................       F-8

Notes to Consolidated Financial Statements ...........................       F-9


                                      F-1
<PAGE>


               Report of Independent Certified Public Accountants

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

We have audited the accompanying consolidated balance sheets of Le@P Technology,
Inc.  and  subsidiaries  as of  December  31,  2001 and  2000,  and the  related
consolidated statements of operations,  shareholders'(deficit)  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.  The  financial
statements  of  Healthology,  Inc.  (a  corporation  in which the Company had an
approximate 15% interest at December 31, 2000) were audited by other auditors as
of and for the year ended  December  31, 2000 whose  report,  which  contained a
going concern  explanatory  paragraph,  has been furnished to us. Insofar as our
opinion on the  consolidated  financial  statements as of and for the year ended
December 31, 2000 relates to amounts included for Healthology,  Inc. it is based
solely on their report.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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  and the  report of other  auditors,
provide a reasonable basis for our opinion.

In our opinion,  based on our audits and the report of other  auditors as of and
for the year ended December 31, 2000, the 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, 2001 and 2000, 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.

West Palm Beach, Florida
February 8, 2002


                                      F-2
<PAGE>


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders of
     Healthology, Inc.

We have  audited  the  accompanying  balance  sheet of  Healthology,  Inc. as of
December 31, 2000 and the related statements of operations and accumulated loss,
stockholders'  deficit  and  members'  equity  and cash flows for the year ended
December 31, 2000.  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 auditing standards generally accepted
in the  United  States of  America.  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  financial  position  of  Healthology,  Inc. as of
December 31, 2000 and the results of its  operations  and its cash flows for the
year then ended in conformity with accounting  principles  generally accepted in
the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial  statements,  the Company has sustained losses and negative cash flows
from  operations  since  inception,  and the Company's  ability to obtain future
financing is not  determinable.  Those conditions raise  substantial doubt about
the  Company's  ability  to  continue  as a going  concern.  Management's  plans
regarding  those matters also are described in Note A. The financial  statements
do not include any adjustments to the recoverability and classification of asset
carrying  amounts or the amount and  classification  of  liabilities  that might
result from the outcome of this uncertainty.

Grant Thornton LLP
New York, New York
February 9 2001


                                      F-3
<PAGE>


Le@P Technology, Inc. and Subsidiaries

                           Consolidated Balance Sheets

                                                             December 31,
                                                       2001              2000
                                                    ----------------------------
Assets

Current assets
   Cash                                             $   26,509        $  688,702
   Due from related party                               74,563            29,563
   Prepaid expenses and other current assets            37,297            38,273
                                                    ----------        ----------
Total current assets                                   138,369           756,538

Investment in Healthology, Inc.                        115,625         2,367,983
Investment in Camber Companies, LLC                     30,000         1,845,245
Property and equipment, net                            698,802           128,611
Acquisition costs                                       98,299                --
Other assets                                             4,503             9,573
                                                    ----------        ----------
Total assets                                        $1,085,598        $5,107,950
                                                    ==========        ==========


See notes to consolidated financial statements.


                                      F-4
<PAGE>


Le@P Technology, Inc. and Subsidiaries

                     Consolidated Balance Sheets (continued)

                                                            December 31
                                                      2001               2000
                                                  -----------------------------

Liabilities and shareholders' (deficit)equity
Current liabilities:
   Accounts payable                               $   96,037         $   25,368
   Accrued professional fees                         143,315             94,100
   Accrued compensation and related
     liabilities                                     120,383            202,878
                                                  -----------------------------
Total current liabilities                            359,735            322,346

Long-term notes payable to related party             937,500                 --

Commitments and contingencies

Shareholders' (deficit) equity:
   Preferred stock, par value $0.001 per
     share; Authorized 25,000,000
     shares. Issued and outstanding
     2,170 shares at December 31, 2001
     and 2000, respectively                        2,170,000          2,170,000
   Class A common stock, par value $0.20
     per share. Authorized 99,975,000
     shares. Issued 33,766,053 and
     33,389,863 shares, and outstanding
     33,681,203 and 33,305,013 shares,
     at December 31, 2001 and 2000,
     respectively                                  6,753,211          6,677,973
   Class B common stock, par value $0.20
     per share. Authorized, issued and
     outstanding 25,000 shares at
     December 31, 2001 and 2000                        5,000              5,000

   Additional paid-in capital                     26,401,913         24,502,151
   Accumulated deficit                           (35,492,301)       (28,520,060)
   Treasury stock, at cost, 84,850
     shares at December 31, 2001 and 2000            (49,460)           (49,460)
                                                  -----------------------------
Total shareholders' (deficit) equity                (211,637)         4,785,604
                                                  -----------------------------
Total liabilities and shareholders'
  (deficit) equity                                $1,085,598         $5,107,950
                                                  =============================



See notes to consolidated financial statements.


                                      F-5
<PAGE>


                     Le@P Technology, Inc. and Subsidiaries

                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                        Year ended December 31
                                                        2001              2000
                                                    -----------------------------
<S>                                                 <C>               <C>

Revenue
                                                    $        --       $        --
                                                    -----------------------------

Expenses:
   Salaries and benefits                                718,947         1,007,197
   Professional fees                                    545,721           632,091
   General and administrative                           394,243           344,177
   Write-off of investments                           3,422,970                --
                                                    -----------------------------
Total expenses                                        5,081,881         1,983,465
                                                    -----------------------------

Operating loss                                       (5,081,881)       (1,983,465)

Interest income                                           7,640             9,346

Equity in loss of Healthology, Inc.                  (1,898,000)       (1,175,011)
                                                    -----------------------------

Net loss                                            $(6,972,241)      $(3,149,130)
                                                    =============================

Net loss attributable to common stockholders        $(7,189,241)      $(3,366,130)
                                                    =============================

  Basic and diluted net loss attributable
    to common stockholders
    per share:

  Net loss                                          $     (0.21)      $     (0.10)
                                                    =============================
  Net loss attributable to common stockholders      $     (0.21)         $(0 .10)
                                                    =============================

Weighted average shares outstanding                  33,556,779        32,742,224
                                                    =============================
</TABLE>



See notes to consolidated financial statements.


                                       F-6
<PAGE>


                     Le@P Technology, Inc. and Subsidiaries

            Consolidated Statements of Shareholders' (Deficit) Equity




<TABLE>
<CAPTION>
                                    Preferred          Class A and Class B
                                      Stock                    Stock            Additional
                                --------------------------------------------     Paid-in    Accumulated  Treasury
                                Shares    Amount       Shares     Par Value      Capital     Deficit      Stock         Total
                                -----------------------------------------------------------------------------------------------
<S>                             <C>    <C>           <C>         <C>          <C>          <C>           <C>        <C>
Balance at December 31, 1999    2,170  $ 2,170,000   32,026,769  $ 6,405,354  $18,799,770  $(25,370,930) $(49,460)  $ 1,954,734
Shares issued in exchange for

   Investment banking services     --           --      150,000       30,000           --           --         --        30,000
Issuance of Class A common

  Stock                            --           --    1,238,094      247,619    5,702,381           --         --     5,950,000
Net loss                           --           --           --           --           --   (3,149,130)        --    (3,149,130)
                                -----------------------------------------------------------------------------------------------
Balance at December 31, 2000    2,170    2,170,000   33,414,863    6,682,973   24,502,151  (28,520,060)   (49,460)    4,785,604
Issuance of Class A common
  Stock                            --           --      376,190       75,238    1,899,762           --         --     1,975,000
Net loss                           --           --           --           --           --   (6,972,241)        --    (6,972,241)
                                -----------------------------------------------------------------------------------------------
Balance at December 31, 2001    2,170  $ 2,170,000   33,791,053  $ 6,758,211   26,401,913  (35,492,301)  $(49,460)  $  (211,637)
                                ===============================================================================================
</TABLE>

 See notes to consolidated financial statements.


                                      F-7


<PAGE>


                     Le@P Technology, Inc. and Subsidiaries

                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                       Year ended December 31
                                                       2001              2000
                                                    ----------        ----------
Operating activities

<S>                                                 <C>               <C>
Net loss                                            $(6,972,241)      $(3,149,130)
Adjustments to reconcile net loss to net
  cash used in operating activities:
   Depreciation                                         29,809            38,216
   Equity in loss of Healthology, Inc.               1,898,000         1,175,011
   Write-off of investments                          3,422,970                --
   Loss on leasehold improvements written off               --            10,692
   Issuance of stock for services                           --            30,000
   Changes in operating assets and liabilities:
     Due from related party                            (45,000)          (29,563)
     Prepaid expenses and other current assets             976             9,605
     Other assets                                        5,070              (721)
     Accounts payable                                   70,669          (100,854)
     Accrued professional fees                          49,215           (68,125)
     Accrued compensation and related liabilities      (82,495)          (87,916)
                                                    ----------        ----------
Net cash used in operating activities               (1,623,027)       (2,172,785)

Investing activities
Purchases of property and equipment                         --            (8,321)
Acquisition costs                                      (98,299)               --
Investment in VisualPlex Corp.                        (253,367)               --
Investment in Healthology, Inc.                     (1,000,000)       (3,542,994)
                                                    ----------        ----------
Net cash used in investing activities               (1,351,666)       (3,551,315)

Financing activities
Proceeds from note payable to related party            375,000                --
Principal payments on note payable to related party    (37,500)               --
Issuance of Class A Common Stock                     1,975,000         5,950,000
                                                    ----------        ----------
Net cash provided by financing activities            2,312,500         5,950,000


Net change in cash                                    (662,193)          225,900
Cash at beginning of year                              688,702           462,802
                                                    ----------        ----------
Cash at end of year                                 $   26,509        $  688,702
                                                    ==========        ==========

Supplemental disclosure of non-cash investing
   and financing activities

Purchase of property in exchange for
  notes payable to related party                    $  600,000        $       --
                                                    ==========        ==========
</TABLE>



See notes to consolidated financial statements.


                                      F-8
<PAGE>


                     Le@P Technology, Inc. and Subsidiaries

                   Notes 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 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).  During  2000,  the  Company  changed its name from Seal
Holdings Corporation to Le@P Technology, Inc.

Operating Losses and Cash Flow Deficiencies

Through December 31, 2001, the Company experienced  significant operating losses
and deficiencies in cash flows.  During 2001, the Company's primary  shareholder
and certain  affiliates  funded the cash flow  deficiencies.  Nevertheless,  the
Company  expects to continue to incur  losses and expenses as it carries out its
acquisition  strategy.  These financial  statements have been prepared  assuming
that the Company will continue as a going concern.  Until the Company has enough
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 shareholder.

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  the  losses,
working  capital  requirements  and  future  acquisitions,  as  approved  by the
Company's Board of Directors (the "Funding Commitment") and as further discussed
in Note 4 herein. Through December 31, 2001, the Company had received $8,475,000
of the Funding Commitment.  Management is considering alternatives to enable the
Company to continue meeting its current and projected cash requirements, or will
attempt to further reduce those requirements to a manageable level. In addition,
the Company  received an additional  $380,000 in working  capital loans from the
Majority  Shareholder  subsequent to December 31, 2001, which is not part of the
Funding Commitment.

2.   Summary of Significant Accounting Policies

Consolidation

The accompanying  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  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 applied the equity method to its  investment,  even though Le@P had
less than a 20% voting  interest in  Healthology  because  during 2001 and 2000,
Le@P had the  ability to exert  significant  influence  over the  operations  of
Healthology  through a  super-majority  voting right that gave Le@P two seats on
Healthology's  seven-member Board of Directors.  The super-majority voting right
expired  on  December  31,  2001 and Le@P will  account  for its  investment  in
Healthology  under the cost method beginning in 2002. All other  investments for
which the Company  does not have the ability to exercise  significant  influence
have  been and will  continue  to be  accounted  for on the  cost  method.  Such
investments are stated at the lower of cost or net realizable value. During 2001
and 2000,  the Company  accounted for its  investments  in Camber and VisualPlex
under the cost method.

Partner Company Investments

Under the equity method, the Company's  proportionate share of Partner Company's
net income or loss is  included  in the  Company's  Consolidated  Statements  of
Operations.  The amount by which the Company's  carrying value exceeds its share
of the underlying net assets of a Partner Company accounted for under the equity
method is amortized on a straight-line basis over five years as an adjustment to
the Company's share of the Partner Company's net income or loss.


                                      F-9
<PAGE>


                     Le@P Technology, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

The  Company  periodically   evaluates  investments  in  Partner  Companies  for
indications of impairment based on one or more factors, such as the market value
of each investment relative to cost, financial condition, near-term prospects of
the  investment,  and other  relevant  factors.  The fair value of the Company's
ownership  interests  in privately  held Partner  Companies,  if  available,  is
generally  determined based on the value at which independent third parties have
or have committed to invest in its Partner Companies.

Change in Accounting Estimate

Effective January 1, 2001, the Company changed the original number of periods to
amortize the excess of its investment in Healthology over the Company's share of
the underlying  net assets of Healthology  from 5 years to 2.5 years as a result
of the  significant  operating  losses and cash flow  deficiencies  incurred  by
Healthology.  The effect of this change in  accounting  estimate was to increase
the Company's net loss by approximately  $600,000,  or $(0.02) per share for the
year ended December 31, 2001.

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 valuation allowance for any deferred tax assets that have
resulted from its operating losses.

Recent Accounting Pronouncements

In July 2001, the Financial  Accounting  Standards Board (FASB) issued Statement
No. 141, Business  Combinations and Statement No. 142,  Intangible Assets.  FASB
Statement No. 141 eliminates the  pooling-of-interests  method of accounting for
business  combinations  except for qualifying  business  combinations  that were
initiated  before July 1, 2001.  FASB  Statement  No. 142 further  clarifies the
criteria to recognize intangible assets separately from goodwill and promulgates
that goodwill and certain intangible assets not be amortized  including goodwill
related to  investments  accounted for under the equity method.  Instead,  these
assets  will be  reviewed  for  impairment  annually  with  any  related  losses
recognized in earnings when incurred.  These standards will apply to the Company
beginning  January 1, 2002 for existing  intangible  assets and July 1, 2001 for
business combinations completed after June 30, 2001. The Company does not expect
these  statements  to have a significant  impact on its  financial  condition or
results of operations.

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.

Long-Lived Assets

The carrying value of the Company's long-lived assets, including investments, is
reviewed  by  management  if  the  facts  and  circumstances  suggest  potential
impairment.  If this review  indicates that these costs will not be recoverable,
as determined based on the expected  undiscounted  cash flows of the entity over
the remaining  amortization period, the carrying value of these costs is reduced
by the  estimated  shortfall of cash flows.  As more fully  disclosed in Note 3,
certain of the Company's  investments  were written down during 2001 as a result
of this impairment analysis.


                                      F-10
<PAGE>

                     Le@P Technology, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles 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 carrying values of cash,  accounts  payable and notes payable are reasonable
estimates of their fair value due to the  short-term  nature of these  financial
instruments.

Stock Based Compensation

The Company accounts for employee stock options using the intrinsic value method
as prescribed by Accounting Principles Board Option No. 25, Accounting for Stock
Issued to Employees ("APB 25"). The Company follows the disclosure provisions of
Statement of Financial Accounting Standards, No. 123, Accounting for Stock-Based
Compensation ("SFAS 123") and for valuing common stock equivalents issued to non
employees.  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.

3.   Investments

Healthology

On March 27,  2000,  the Company  purchased an  approximate  21% interest in the
issued  shares  of  Healthology   (such  interests  have  been  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 4 herein.

Following the Healthology acquisition, Healthology's Board of Directors includes
two  representatives   selected  by  the  Company.   The  Preferred  Shares  are
convertible  at any time,  at the option of the  Company,  into shares of common
stock of  Healthology,  initially on a one for one basis,  subject to adjustment
under certain circumstances.  The Preferred Shares are automatically convertible
into common stock of  Healthology  upon the  consummation  by  Healthology  of a
qualified public offering of its common stock.

During  August 2000,  Healthology  received an additional  equity  investment of
$6,000,000 from Omnicom, a strategic,  third party investor. Such investment was
in the form of preferred  stock with terms  similar to those held by Le@P.  As a
result of this investment,  the Company's  interest in the equity of Healthology
was  reduced  to  approximately  15% of the issued and  outstanding  shares.  In
connection with the third party  investment in Healthology,  the Company granted
Healthology a put option that would require Le@P to purchase  800,000  shares of
Healthology  common stock at $1.25 per share (the "Put  Option").  Subsequent to
December  31,  2000,  Healthology  exercised  the Put Option and, on February 5,
2001, Le@P purchased 800,000 shares of Healthology  common stock for $1,000,000.
Le@P's interest in Healthology was increased to approximately  18% of the issued
and outstanding shares as a result of the purchase of these shares.

The Company's shares of Healthology  Preferred Stock had certain  super-majority
voting  rights for the election of  directors.  In general,  until  December 31,
2001, the Company was entitled to voting rights equal to the number of shares of
Healthology  common stock as will  guarantee  that the  Company,  solely for the
purposes of electing directors,  has no less than 26% of the voting power of the
outstanding  capital stock of  Healthology  and will be the single  largest such
voting stockholder (the "Super-Voting  Right").  This Super-Voting Right expired
in  accordance  with its terms on December 31,  2001.  For future  periods,  the
Company will account for its  interest in  Healthology  under the cost method of
accounting.

                                      F-11
<PAGE>


                     Le@P Technology, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

As  discussed  in Note 2,  during  2001 and 2000 Le@P had the  ability  to exert
significant  influence  over the  operations of  Healthology  through the Super-
Voting Right.  Although Le@P had less than a 20% interest in Healthology  during
2001 and part of 2000,  Le@P accounted for its  investment in Healthology  under
the equity method as a result of the Super-Voting Right and the ability to exert
significant  influence  over  Healthology.  The  Super-Voting  Right  expired on
December 31,  2001,  which  requires  that Le@P  account for its  investment  in
Healthology  under the cost method  beginning  in  2002.Under  the cost  method,
investments  are  stated  at the  lower of cost or net  realizable  value and no
charge  is  recorded  for the  Company's  equity  in the  income  or loss of the
investee.

Presented below is selected financial  information for Healthology for the years
ended December 31, 2001 and 2000.

<TABLE>
<CAPTION>
                                                Year Ended
                                                December 31,
                                           2001           2000
                                           ----           ----
<S>                                     <C>            <C>
     Net revenues                       $2,784,000     $1,161,000
     Gross loss                           (196,000)    (1,106,000)
     Net loss                           (4,993,000)    (5,235,000)
     Current assets                        961,000      4,450,000
     Non-current assets                  1,336,000      1,449,000
     Current liabilities                 1,092,000      1,239,000
     Non-current liabilities                57,000         88,000
</TABLE>


The Company's consolidated results of operations for the year ended December 31,
2001 include its  proportionate  share of Healthology's net loss of $861,738 and
amortization  of  the  Company's  net  excess  investment  over  its  equity  in
Healthology  of $997,599.  The aggregate of these amounts,  $1,898,000,  for the
year ended  December 31, 2001,  is included in the  accompanying  Statements  of
Operations as Equity in Loss of Healthology, Inc.

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 $5.0 million.  Healthology's  plans for the year ended
December  31,  2001,   included  raising  additional  equity  or  debt  finance,
investigating the possibility of merger or joint venture  arrangements to obtain
additional  sources of funds,  and  scaling  back  operations.  Healthology  was
unsuccessful  in 2001 in such  endeavors to obtain  financing  and  continues to
experience  significant  losses.  Healthology  has reduced its expenses and made
other efforts to reduce losses to sustain its  operations.  There is significant
risk that these efforts, as well as attempts to raise additional  capital,  will
not be  successful.  The market for capital for companies such as Healthology is
very difficult and there can be no assurance  (and there is  significant  doubt)
that it will be able to obtain  capital or  otherwise  successfully  execute its
plans. In addition,  subsequent to December 31, 2001, the Company will no longer
maintain the Super-Voting Right and will not be able to significantly  influence
Healthology's operations. As a result of these factors, the Company believes its
investment in Healthology has been  materially  impaired and further reduced the
value of its investment by $1,354,358  during 2001. The amount of the impairment
was determined by taking the difference  between the fair value of Healthology's
securities  at  December  31,  2001  and the  carrying  value  of the  Company's
investment  in  Healthology.   In  determining  fair  value,  the  Company  also
considered  the  results  of  a  valuation  of  Healthology  by  an  independent
third-party  valuation  specialist.  The  impairment is included in write-off of
investments in the accompanying  consolidated  statement of operations.  Further
reduction in the fair value of  Healthology,  including the  possibility  of the
loss of the  entire  investment,  may occur in the near  future.  The  Company's
investment in Healthology is illiquid in nature and cannot be readily sold.


                                      F-12
<PAGE>


                     Le@P Technology, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

Camber

The  Company  has a 6%  interest in Camber  Companies,  LLC  ("Camber").  Camber
operates  clinics  specializing in  multidisciplinary,  musculoskeletal  care in
Florida and California.  The Company accounts for its investment in Camber under
the cost method.

Camber has been  unable to  successfully  execute  its  business  plans and will
potentially  be required to obtain  significant  additional  funding in the near
future to continue its operations.  In addition,  recent attempts by the Company
to sell its  investment  in Camber  have been  unsuccessful  and have caused the
Company to assess the  recoverability  of this  investment.  During the  quarter
ended  September 30, 2001, the Company  concluded that the carrying value of its
investment in Camber was impaired and wrote-off  $1,815,245 of this  investment.
The amount of the impairment was determined by taking the difference between the
fair value of the  Company's  interest in Camber at  September  30, 2001 and the
carrying value of the investment as recorded by the Company. In determining fair
value,  the  Company  considered  the  results  of a  valuation  of Camber by an
independent third-party.  The impairment is included in write-off of investments
in the accompanying consolidated statements of operations.

VisualPlex

On February 6, 2001, the Company  purchased  200,000 shares of VisualPlex  Corp.
common stock and 240 shares of VisualPlex  Corp.  preferred  stock for $253,367.
Such investment  represents  less than a 1% interest in VisualPlex.  The Company
accounts for this investment under the cost method.

During the quarter ended June 30, 2001,  after the  substantial  market decline,
VisualPlex  ceased  operations and the Company concluded that the carrying value
of its  investment  in  VisualPlex  Corp.  was impaired and  wrote-off its total
investment of $253,367.  This amount is included in write-off of  investments in
the accompanying consolidated statements of operations.

4.   Funding Commitment

In  connection  with the Funding  Commitment,  through  December 31,  2001,  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,   approximately  $250,000  was  to  fund  the  VisualPlex
transaction,  and $3,681,000 was to fund operating expenses. In consideration of
these  contributions,  the Company has 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, 2001, an additional  $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).


                                      F-13
<PAGE>


                     Le@P Technology, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements



5.   Property and Equipment

          Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                                    December 31,
                                             2001                 2000
                                        ---------------------------------

<S>                                         <C>                  <C>
     Land                                   $510,000             $     --
     Buildings                                90,000                   --
     Leasehold improvements                   17,842               17,842
     Equipment and software                   59,100               59,100
     Furniture and fixtures                   95,732               95,732
                                        ---------------------------------
                                             772,674              172,674
     Less accumulated depreciation            73,872               44,063
                                        ---------------------------------
                                            $ 698,802            $128,611
                                        =================================
</TABLE>

6.   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 inactive subsidiaries of Le@P. The
cases are maritime asbestos claims against the Company's subsidiaries. On May 1,
1996,  the  asbestos   claims  were   administratively   dismissed   subject  to
reinstatement on motion of plaintiff's counsel. These cases may be reinstated in
the future.  At the present  time,  the Company does not believe such cases will
have a material adverse impact upon the Company.

In  addition,  in  October  2001,  the  Company  and  certain  of  its  inactive
subsidiaries  formerly engaged in the marine shipping business,  were named as a
co-defendant  and third party  defendant in connection  with certain  litigation
pending in the United States District Court, Eastern District of Louisiana.  The
case arises out of a shipping duty in the amount of  approximately  $73,500 paid
by the claimant in 1998,  together with claims for interest and attorneys  fees.
The Company is currently evaluating the claim, but does not presently believe it
will have a material adverse impact on 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.

Employment Contracts

During April 1999,the Company entered into an employment contract with its Chief
Executive  Officer.  This  contract is for an initial  period of three years and
includes base salary plus bonuses.  Employment  may be terminated by the Company
or the employee under certain  conditions.  In addition,  the contract  contains
provisions  for changes in control,  severance  and  benefits,  and  non-compete
requirements.

7.   Related Party Transactions

The Company's  majority  shareholder,  directly or indirectly,  owns a number of
real estate entities with which the Company has done or currently does business.
At December 31, 2001, the Company was leasing  administrative  office space from
one such real estate entity.  Future minimum lease payments under this operating
lease agreement are as follows:


                                      F-14
<PAGE>


                     Le@P Technology, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements



          Year Ending December 31,
          ------------------------

          2002                          $ 43,000
          2003                            43,000
          2004                            32,000
                                        --------
          Total                         $118,000
                                        ========

Rent expense under operating  leases was $46,794 and $60,933 for the years ended
December 31, 2001 and 2000, respectively.

Due from  related  party  represents  amounts  due from the  Company's  majority
shareholder  in relation to certain  services  performed on his behalf by one of
the Company's employees.

During the fourth quarter of 2001, the Company  received a loan in the amount of
$375,000  from the  majority  stockholder.  The loan is evidenced by a long-term
promissory note due January 15, 2003 and bearing interest at the prime rate. The
proceeds  of the loan were used for  working  capital  purposes.  Subsequent  to
December 31, 2001,  the Company  received two additional  working  capital loans
totaling $380,000 from the majority stockholder. These loans are unsecured, bear
interest at the prime rate, and are also due January 15, 2003.  These loans were
consolidated  on  March  27,  2002,  and a  promissory  note  in the  amount  of
$766,183.04 was issued,  representing the then aggregate amount of principal and
accrued  interest on the loans.  Such promissory note continues to bear interest
at the prime rate and provide for a maturity date of January 15, 2003.

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 is due
September 28, 2004 with regular monthly interest payments to be made thereafter.

The land and buildings are zoned light  industrial and consist of  approximately
one and  one-third  acres  and four  structures  that  collectively  consist  of
approximately 9,000 square feet. The structures are presently  unoccupied and in
need of repair. The Company intends to repair and offer for lease one or more of
the structures.

One of the Company's  former  directors is a principal in an investment  banking
firm  providing  services to the Company (the  "Investment  Banking  Firm").  In
connection with the Company's agreement with the Investment Banking Firm, during
the years  ended  December  31,  2001 and 2000,  the  Company  has paid fees and
expenses of $-0- and $53,386 and issued -0- and 150,000 shares of Class A Common
Stock  during the years  ended  December  31,  2001 and 2000,  respectively.  In
addition,  the Company's majority stockholder  transferred 150,000 shares of his
Class A Common Stock to the Investment  Banking Firm in connection with services
provided  in the Reverse  Acquisition.  These  shares were  recorded at the Fair
Market  Value of the services  provided of $30,000 on the date of issuance.  The
agreement  with the  Investment  Banking  Firm expired by its terms on March 31,
2000.  Additional  placement fees and share purchase rights may be earned by the
Investment Banking Firm upon the occurrence of certain events, including certain
future sales of securities by the Company and when the Company makes investments
which are  facilitated by or require the  assistance of the  Investment  Banking
Firm.

One of the Company's former directors had an employment and consulting agreement
with the  Company  which ended on April 1, 2000.  Salaries  and fees paid by the
Company under this  agreement  were $0 and $71,970 for the years ended  December
31, 2001 and 2000, respectively.

8.   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, 2001 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,
2001,  the Company had  reserved  6,897,500  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:


                                      F-15
<PAGE>


                     Le@P Technology, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements



<TABLE>
<CAPTION>
                                                2001                             2000
                                      ---------------------------    ----------------------------
                                                      Weighted                         Weighted
                                                      Average                          Average
                                                   Exercise Price                   Exercise Price
                                        Shares                         Shares
                                      ---------------------------    ----------------------------

<S>                                   <C>               <C>          <C>               <C>
Outstanding at beginning of year      2,525,000         $2.15        1,700,000         $   1.73
Options granted                              --            --        1,200,000             3.00
Options forfeited                       (22,500)         3.00         (375,000)            3.00
                                      -----------------------        --------------------------
Outstanding at end of year            2,502,500         $2.14        2,525,000         $   2.15
                                      =======================        ==========================

Options exercisable at year-end       2,235,000         $2.04        1,975,000         $   2.15
Shares available for future grant     6,897,500            --        6,875,000               --
</TABLE>

The following table summarizes  information  about stock options  outstanding at
December 31, 2001.

<TABLE>
<CAPTION>
                           Stock Options Outstanding             Stock Options Exercisable
                   ----------------------------------------------------------------------------
                                   Weighted
                                   Average
                                  Remaining        Weighted                         Weighted
                   Number of     Contractual       Average       Number of          Average
Exercise Price     Options          Life       Exercise Price     Options        Exercise Price
-----------------------------------------------------------------------------------------------
<C>               <C>                <C>          <C>            <C>                <C>
        $1.00        40,000          4.6          $   1.00          40,000          $   1.00
        $1.75     1,660,000          3.7              1.75       1,660,000              1.75
        $3.00       802,500          8.2              3.00         535,000              3.00
                  ---------                                      ---------
$1.00 - $3.00     2,502,500          5.2          $   2.15       2,235,000          $   2.04
                  =========                                      =========
</TABLE>


The  weighted  average  fair value per share of options  granted by the  Company
during 2000 was $3.00.  The fair value of options  granted was  estimated at the
date of grant  using  the  Black-Scholes  Valuation  Method  with the  following
assumptions;  risk free interest rate of 6.53%, no expected dividends,  weighted
average  expected life of 6 years for 2000,  and  volatility of 1.17. No options
were granted during 2001.

The Company  applies APB No. 25 and related  interpretations  in accounting  for
stock  options  granted to  employees.  Had  compensation  cost been  recognized
consistent  with SFAS No. 123, the Company's net loss, net loss  attributable to
common  stockholders,  net loss per common share,  and net loss  attributable to
common  stockholders  per share would have been reduced to the pro forma amounts
indicated below



                                      F-16
<PAGE>


                     Le@P Technology, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

<TABLE>
<CAPTION>
                                                              Year ended December 31,
                                                              2001               2000
                                                          -----------         -----------

<S>                                                       <C>                 <C>
Pro-forma net loss                                        $(7,916,961)        $(4,020,578)
Pro-forma loss attributable to common stockholders         (8,133,961)         (4,237,578)
Pro-forma net loss per common share                       $     (0.24)        $     (0.13)
Pro-forma net loss attributable to
   common stockholders per share                          $     (0.24)        $     (0.13)
</TABLE>


9.   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,
2001 and 2000 because their effect would have been anti-dilutive.

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

<TABLE>
<CAPTION>
Numerator:                                                                 2001                2000
                                                                           ----                ----

<S>                                                                   <C>                  <C>
    Net loss                                                          $ (6,972,241)        $ (3,149,130)
    Dividends (undeclared) on cumulative preferred stock                  (217,000)            (217,000)
                                                                      ---------------------------------
    Numerator for basic and diluted loss per share - loss
    attributable to common stockholders                               $ (7,189,241)        $ (3,366,130)

Denominator:
    Denominator for basic and diluted loss per share; Weighted
    average shares                                                      33,566,779           32,742,224

                                                                      =================================
    Basic and diluted loss per share                                  $      (0.21)        $      (0.10)
                                                                      =================================

    Basic and diluted loss per share attributable to common
    stockholders                                                      $      (0.21)        $      (0.10)
                                                                      =================================
</TABLE>

10.  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,  2001,  dividends  of $500,500  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.


                                      F-17
<PAGE>


                     Le@P Technology, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

11.  Income Taxes

The Company  accounts for income  taxes under SFAS No. 109.  Under SFAS No. 109,
deferred income tax assets and liabilities are determined based upon differences
between the 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:

<TABLE>
<CAPTION>
                                                                             Year ended December 31
                                                                             2001               2000
                                                                      ---------------------------------

<S>                                                                   <C>                  <C>
          Deferred tax assets:
          Net operating loss carryforwards                            $  2,297,780         $  1,565,171
          Accruals                                                          34,868               66,791
          Stock based compensation                                          29,991               29,991
          Other                                                             12,192               (4,210)
                                                                      ---------------------------------
          Deferred tax assets                                            2,374,831            1,657,743
          Less valuation allowance                                      (2,374,831)          (1,657,743)

                                                                      ---------------------------------
          Net deferred tax assets                                     $         --         $         --
                                                                      =================================
</TABLE>

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

<TABLE>
<CAPTION>
                                                                             2001               2000
                                                                      ---------------------------------
<S>                                                                         <C>                  <C>
                    U.S. Federal Statutory rate                              34.00%               34.00%
                    State income taxes, net of federal benefit                3.63                 3.63
                    Change in valuation allowance                           (10.24)              (19.25)
                    Non-deductible items                                    (27.32)              (13.97)
                    Other                                                    (0.08)               (4.41)
                                                                      ---------------------------------
                                                                              0.00%                0.00%
                                                                      =================================
</TABLE>

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  $2,374,831  valuation  allowance  at  December  31,  2001 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 $717,088.  At December 31, 2001, the Company has available net operating loss
carryforwards  of  approximately  $4,137,399 of which  approximately  $1,078,098
expire from 2010 to 2012 with the remainder expiring during 2019 and 2020.

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.


                                      F-18
<PAGE>


                     Le@P Technology, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

13.  Valuation and Qualifying Accounts

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

<TABLE>
<CAPTION>
                                          Balance at      Charged to
                                         Beginning of     Costs and                                      Balance at
                Description                 Period         Expenses       Writeoff's    Other Changes    End of Period

Deferred tax asset valuation allowance

<S>                                     <C>                  <C>              <C>             <C>           <C>
Year ended December 31, 2000            $1,051,443           606,300           --             --            $1,657,743
Year ended December 31, 2001             1,657,743           717,088           --             --            2,374,831
</TABLE>


14.  Subsequent Event

During the first quarter of 2002,  the Majority  Stockholder  loaned the Company
$380,000  evidenced by promissory notes,  which bear interest at the prime rate.
Principal  and  interest  on the loan are due and payable in one lump sum on the
maturity  date of January 15, 2003.  The proceeds of the loan are being used for
working  capital  purposes.   These  loans  are  unsecured.


                                      F-19
<PAGE>


                                  EXHIBIT INDEX

EXHIBIT                           DESCRIPTION

3.1.1     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. (5)

3.1.5     Certificate  of  Amendment to  Certificate  of  Incorporation  of Le@P
          Technology, Inc. filed July 5, 2000. (6)

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. (7)

4.4       Stockholders'  Agreement between  Healthology,  Inc., Le@P Technology,
          Inc. and certain  existing  stockholders  of  Healthology,  Inc. dated
          March 1, 2000. (7)

4.5       First  Amended  and  Restated   Investors  Rights  Agreement   between
          Healthology,  Inc. Le@P Technology, Inc., and Communicade,  Inc. dated
          August 1, 2000. (6)

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. (6)

4.7       Amended and Restated Certificate of Incorporation of Healthology, Inc.
          filed August 1, 2000. (6)

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.
          (11)

10.3      Employment  Agreement  dated April 1, 1999,  with Robert G.  Tancredi,
          M.D. (11)

10.4.1    1999 Long Term Incentive Plan. (8)

10.4.2    1998 Incentive Option Plan. (9)

10.4.3    1997 Incentive Option Plan. (2)

10.4.4    Seal Fleet, Inc. Amended 1996 Long-Term Incentive Plan. (10)

10.11     Purchase  Agreement  between  Healthology,  Inc. and Le@P  Technology,
          Inc., dated as of February 2, 2001 (4)


<PAGE>


10.12     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 (12)

10.13     Promissory Note dated  September 28, 2001, in the principal  amount of
          $37,500, executed by Parkson Property LLC. (12)

10.14     Promissory Note dated  September 28, 2001, in the principal  amount of
          $712,500, executed by Parkson Property LLC. (12)

10.15     Mortgage Deed dated  September  28, 2001,  by Parkson  Property LLC in
          favor of Bay Colony Associates, Ltd. (12)

10.16     Promissory  Note  dated  March  27,2002in  the  principal   amount  of
          $766,183.04, issued to the M. Lee Pearce Irrevocable  Trust, replacing
          certain  promissory  notes  issued  in  October, 2001 and  January and
          February 2002.

21        Subsidiaries of the Registrant.

-------------------
(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.

(7)            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.

(8)            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.

(9)            Incorporated  by  reference  from  an  exhibit  to the  Company's
               Current  Report  on Form  8-K  (File  No.  000-05667),  as  filed
               February 20, 2002.

(10)           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.

(11)           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.

(7)            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.

(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 17, 1999, as filed on June 4, 1999.

(9)            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.

(10)           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.

(13)           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.

(14)           Incorporated  by  reference  from  an  exhibit  to the  Company's
               Current Report on Form 8-K (File No. 000-05667), as filed October
               18, 2001.