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

                                FORM 10-KSB/A - 1

                                   (Mark One)

|X|    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

                  for the fiscal year ended December 31, 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

                              LEAP TECHNOLOGY, INC.
                 (Name of small business issuer in its charter)

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

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

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

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

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

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

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

The issuer's revenues for its fiscal year ended December 31, 2002 were $0.

The aggregate market value of the common equity held by non-affiliates as of
April 15, 2003 was approximately $17 thousand based on the $0.015 closing bid
price for the common stock quoted on the OTC Bulletin Board on such date. For
purposes of this computation, all executive officers and directors of the
registrant have been deemed to be affiliates. Such determination should not be
deemed to be an admission that such directors and officers are, in fact,
affiliates of the registrant.

The number of shares of Class A Common Stock of the issuer outstanding as of
April 15, 2003 was 33,681,203. The number of shares of Class B Common Stock of
the issuer outstanding as of April 15, 2003 was 25,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

None

Transitional Small Business Disclosure Format: Yes |_| No |X|

<PAGE>

                                EXPLANATORY NOTE

This amendment is being filed in order to provide the information required in
Items 9 through 12 of Part III of the Company's Annual Report on Form 10-KSB
filed with the Securities and Exchange Commission on March 31, 2003. Items 13
and 14 of Part III were filed with the Form 10-KSB.

                                    PART III

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

The following table sets forth the names and ages of all directors and executive
officers and all persons nominated or chosen to become such and positions held
with respect to each executive officer of the Company as of April 20, 2002.

<TABLE>
<CAPTION>
Name                           Age       Position                         Since
<S>                            <C>       <C>                              <C>
M. Lee Pearce, MD              72        Chairman of the Board            April 5, 1999
                                         Class B Director                 April 5, 1999
-------------------------------------------------------------------------------------------------------
Robert G. Tancredi, MD         65        Chief Executive Officer          April 15, 1999-Sept. 30, 2002
                                         Class B Director                 April 2, 1999-July 13, 2001
                                         Class A Director                 July 13, 2001
-------------------------------------------------------------------------------------------------------
Timothy C. Lincoln             44        Class B Director                 July 5, 2000
-------------------------------------------------------------------------------------------------------
Jose B. Valle                  55        Class A Director                 July 5, 2000
-------------------------------------------------------------------------------------------------------
Laurence B. Brody, DDS         71        Class A Director                 July 5, 2000
-------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       2
<PAGE>

serves on the Board of Trustees of the University of Miami where he is also a
member of the George E. Merrick Society. In addition to Dr. Pearce's medical
degrees, he also received a J.D. degree from the University of Miami and is a
member of the Florida Bar and the American Bar Association.

Robert G. Tancredi, M.D. has served as a Class A and B Director since April
1999. He served as the Company's Chief Executive Officer from April 1999 through
September 2002. Dr. Tancredi has also served as the Chief Executive Officer and
as a Manager of OH, Inc., a wholly owned subsidiary of the Company since April
1999. From 1985 to 1992, Dr. Tancredi was a member of the Board of Governors of
the Mayo Clinic, Rochester, Minnesota. From 1985 to 1996, Dr. Tancredi was a
member of the Board of Trustees of the Mayo Foundation. From 1987 to 1992, Dr.
Tancredi was a member of the Board of Trustees of the American College of
Cardiology. From December 1991 until his retirement as of December 31, 1996, Dr.
Tancredi was Chairman of the Board of Governors of the Mayo Clinic, Scottsdale,
Arizona. From October 1997 until April 2, 1999, Dr. Tancredi provided consulting
services to certain affiliates of the Company and of Dr. Pearce. Dr. Tancredi
has also been a Director of Healthology, Inc. since March 2000.

Jose B. Valle has been a senior executive in the banking industry since 1972.
From June 2000 to present he has been the Market President Miami-Dade County for
BankAtlantic. From January 1997 to May 2000, he was a Senior Vice President of
Bank of America. Prior to this position, from April 1991 to October 1996, Mr.
Valle served first as CEO of Bank of North America. Until its sale in October
1996 to BankAtlantic, Bank of North America was formerly controlled by Dr.
Pearce. From October 1996 to January 1997, Mr. Valle served as President of the
Dade County, Florida operations of BankAtlantic. Mr. Valle is active in numerous
civic, charitable and professional organizations in South Florida. Mr. Valle
received a bachelor in Accounting from the University of Florida and is a
Certified Public Accountant.

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

Timothy C. Lincoln is currently legal counsel for Marquette Realty, Inc., a
position he has held since September 2000. He has also maintained a private
legal practice since October 1998. Mr. Lincoln has served as the Company's
Acting Principal Executive Officer since October 2002. From August 1995 to May
1998 he served in various legal and management


                                       3
<PAGE>

roles for Marquette Realty, Inc. Marquette Realty, Inc. manages a number of
entities that M. Lee Pearce, M.D., the Company's Chairman of the Board and its
majority stockholder, is the beneficial owner. Mr. Lincoln also serves as a
director for a number of entities which are directly or indirectly owned by Dr.
Pearce. From 1993 to 1996, Mr. Lincoln served as a mortgage loan officer for the
Bank of North America. Bank of North America was formerly controlled by Dr.
Pearce. Mr. Lincoln received a Master of Business Administration Degree in
Marketing from the University of New Mexico and received a J.D. degree from the
University of Miami School of Law. Mr. Lincoln is a member of the Florida Bar
Association.

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

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

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

Meetings and Committees of the Board of Directors

The Company's Board of Directors held two meetings during the year ended
December 31, 2002. Board members are paid $500 for each meeting attended and
reimbursed for associated expenses of attendance at such meetings. The Company's
Audit Committee consists of Laurence B. Brody and Jose B. Valle. The Company
believes that Mr. Valle is an "audit committee financial expert" within the
meaning of Rule 401(e) of Regulation S-B. Mr. Valle is an "independent" director
within the meaning of Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.
The Audit Committee will review the scope of the accountants' engagement,
including the remuneration to be paid, and will review the independence of the
accountants. The Audit Committee, with other appropriate personnel, will review
the Company's annual financial statements and the independent auditor's report,
including significant reporting and operational issues; corporate policies and
procedures as they relate to accounting and financial reporting and financial
controls; litigation in which the Company is a party; and use by the Company's
Executive Officers of expense accounts and other non-monetary perquisites, if
any. The Audit Committee may direct the Company's legal counsel, independent
auditors and internal audit staff to inquire into and report to it on any matter
having to do with the Company's accounting or financial procedures or reporting.

No Director attended fewer than 75% of the meetings of the Board of Directors or
of any committee on which such Director served during the year ended December
31, 2002.


                                       4
<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

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

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


                                       5
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth certain summary information for the years
indicated concerning the compensation awarded to, earned by, or paid to (i)
those persons serving as the Company's Chief Executive Officer during the 2002
fiscal year, (ii) the other four most highly compensated Executive Officers of
the Company who were serving as such at December 31, 2002, and (iii) up to two
additional individuals who had served as an Executive Officer of the Company
during the 2002 fiscal year but who were not Executive Officers at December 31,
2002, except that persons referred to in clauses (ii) and (iii) above generally
are not included in the table if they received total annual salary and bonus of
$100,000 or less for 2002. The persons named in this table are collectively
referred to as the "Named Executive Officers."

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                               Long-Term
                                                         Annual Compensation                  Compensation
                                                                               Other           Securities
                                                                              Annual           Underlying
                                                   Salary       Bonus      Compensation         Options/
     Name and Principal Position       Year         ($)          ($)          ($) (2)           SARs (#)
----------------------------------------------------------------------------------------------------------
<S>                                    <C>           <C>         <C>            <C>              <C>
Robert G. Tancredi, M.D. (1)(3)        2002          259,615      90,000        $12,000          200,000
Former President and                   2001          300,000     180,000         12,000               -0-
Chief Executive Officer                2000          300,000     270,000         12,000          450,000

Timothy C. Lincoln(4)                  2002              -0-         -0-              -0-         75,000
Acting Principal Executive
Officer

----------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Dr. Tancredi was appointed President and CEO of the Company on April 15,
      1999, and was terminated effective September 30, 2002.

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


                                       6
<PAGE>

(3)   Dr. Tancredi is a member of PearTan, LLC of which he and Dr. Pearce are
      the sole members. PearTan owns 2,000,000 shares of the Company's Class A
      Common Stock. Pursuant to the applicable governing documents of PearTan,
      upon any liquidation of PearTan (including the sale of the foregoing
      2,000,000 shares) and after return of the members respective capital
      contributions, Dr. Tancredi is entitled to receive from the proceeds of
      liquidation an amount which effectively gives him certain economic rights
      to 300,000 shares plus up to an additional 800,000 shares, subject to
      vesting. Subject to the satisfaction of certain vesting criteria, Dr.
      Tancredi's rights in the foregoing 800,000 shares vest at the rate of
      200,000 per year on each April. As of December 31, 2002, a total of
      800,000 of such shares had vested. "Other Annual Compensation" paid in
      2000, 2001 and 2002 consists of a $12,000 automobile allowance.

(4)   Mr. Lincoln was appointed as Acting Principal Executive Officer effective
      September 30, 2002.

The Company's Stock Option Plans

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

The Company granted 500,000 stock options outside of the terms of the
Corporation's Plans in the years ended December 31, 2001 and December 31, 2002.
Robert G. Tancredi, M.D. received 200,000 options in September 2001. The options
were fully vested on the date of grant and expire ten years after the date of
their issuance. Three directors of the Company received 300,000 options in May
2002. The options were fully vested on the date of grant and expire five years
after the date of their issuance.

The following table contains information about the options granted to the Named
Executive Officers during 2002.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                                Number of
                               Securities                                  Number of
                               Underlying            Weighted               Options
                                 Options             Average            Granted to All          Expiration
           Name                  Granted          Exercise Price           Employees               Date
----------------------------------------------------------------------------------------------------------
<S>                              <C>                  <C>                     <C>                <C>
Timothy C. Lincoln               75,000               $0.50                   -0-                May 2007
----------------------------------------------------------------------------------------------------------
</TABLE>

There were no stock options exercised by the Named Executive Officers during
2002. The following table contains information about unexercised stock options
held at the end of 2002 by Named Executive Officers.


                                       7
<PAGE>

                         Year-End 2002 Option Values

                                                            Value of Unexercised
                                                            In-the-Money Options
                                   Number of Securities        At FY-End ($)
                                  Underlying Options at        ------------
         Name                           FY End(#)              (Exercisable)

Robert G. Tancredi, M.D.               200,000 (1)                  -0-
Timothy C. Lincoln                      75,000(1)                   -0-

----------
(1)   All of these options were exercisable at year end.

Employment Contracts

The Company had an employment agreement with Robert G. Tancredi, MD, the
Company's Chief Executive Officer and President. Pursuant to the agreement, Dr.
Tancredi was paid at a rate of $300,000 per year. Dr. Tancredi was also entitled
to guaranteed minimum bonuses as follows: (i) $270,000 on April 15, 2000, (ii)
$180,000 on April 15, 2001 and (iii) $90,000 on April 15, 2002. The company
negotiated a severance agreement with Robert G. Tancredi, M.D., whereby his
services ended effective September 30, 2002. Dr. Tancredi's employment agreement
had otherwise been scheduled to expire in March 2003, subject to certain
severance or renewal requirements. In connection with the severance agreement,
the Company agreed to pay Dr. Tancredi $150,000 payable over an eighteen month
period and each of the parties otherwise released the other of all other
obligations and claims.


                                       8
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows, as of April 15, 2003, the Common Stock owned
beneficially by (i) each Director of the Company, (ii) each Executive Officer,
(iii) all Directors and Executive Officers as a group, and (iv) each person
known by the Company to be the "beneficial owner" of more than five percent (5%)
of such Common Stock. "Beneficial ownership" is a technical term broadly defined
by the Securities and Exchange Commission to mean more than ownership in the
usual sense. For example, you "beneficially" own Common Stock not only if you
hold it directly, but also if you indirectly (through a relationship, a position
as a Director or trustee, or a contract or understanding), have (or share the
power to vote the stock, or sell it) the right to acquire it within 60 days.
Except as disclosed in the footnotes below, each person has sole voting and
investment power over his or her shares. As of April 15, 2003, there were
33,681,203 shares of Class A Common Stock issued and outstanding and 754 holders
of record, and 25,000 shares of Class B Common Stock issued and outstanding and
one holder of record. In addition, there are 2,170 shares of Series B Preferred
Stock issued and outstanding and one holder of record.

<TABLE>
<CAPTION>
                                                                Shares          Percentage            Title
                                       Current               Beneficially      Beneficially             Of
           Name (1)                     Title                   Owned             Owned               Class
<S>                                <C>                      <C>                    <C>
M. Lee Pearce, M.D.                Class B Director,        32,098,179(2)          94.5%           Class A Common
                                   Chairman of the              25,000(3)           100%           Class B Common
                                   Board of Directors            2,170(5)           100%       Series B Preferred
-----------------------------------------------------------------------------------------------------------------
Robert G. Tancredi, M.D. (4)       Class A Director,         2,200,000             6.49%           Class A Common
-----------------------------------------------------------------------------------------------------------------
Timothy C. Lincoln(6)              Class B Director,            76,053                *            Class A Common
                                   Acting Principal
                                   Executive Officer
-----------------------------------------------------------------------------------------------------------------
Laurence B. Brody(7)               Class A Director            152,500                *            Class A Common
-----------------------------------------------------------------------------------------------------------------
Jose B. Valle(8)                   Class A Director             76,200                *            Class A Common
-----------------------------------------------------------------------------------------------------------------
All Directors and Executive                                 32,602,932            93.63%           Class A Common
Officers as a Group (5 Persons)                                 25,000              100%           Class B Common
                                                                 2,170              100%       Series B Preferred
-----------------------------------------------------------------------------------------------------------------
</TABLE>

-------------
*     Less than 1%.

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

(2)   The shares beneficially owned by Dr. Pearce (i) include 29,107,703 shares
      of Class A Common Stock, which are owned by the M. Lee Pearce 1998
      Irrevocable Trust of which Dr. Pearce is the 100% beneficial owner, (ii)
      include 2,000,000 shares of Class A Common Stock which are owned by
      PearTan, LLC of which Dr. Pearce is a member. (Dr. Pearce and Dr. Tancredi
      share voting power on all of the shares owned by PearTan; provided,
      however, that if they are unable to agree on any such vote, then Dr.
      Tancredi


                                       9
<PAGE>

      has the right to direct the vote of 700,000 of such shares and Dr. Pearce
      has the right to direct the vote of the balance of 1,300,000 of such
      shares), (iii) include 700,000 shares of Class A Common Stock which are
      owned by Broward Trading Corporation of which Dr. Pearce is the sole
      shareholder, and (iv) include subscription rights to purchase 290,476
      shares of Class A Common Stock. The calculation of Dr. Pearce's beneficial
      ownership percentage does not take into account the exercise of options
      held by third parties, including options held by other officers and
      directors.

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

(4)   Includes (i) vested options to purchase up to 200,000 shares of Class A
      Common Stock, and (ii) 2,000,000 shares held by PearTan, LLC, of which Dr.
      Tancredi is a member. Dr. Pearce and Dr. Tancredi share voting power on
      all of the shares owned by PearTan; provided, however that, if they are
      unable to agree on any such vote, then Dr. Tancredi has the right to
      direct the vote of 700,000 of such shares and Dr. Pearce has the right to
      direct the vote of the balance of 1,300,000 of such shares. The
      calculation of Dr. Tancredi's beneficial ownership percentage does not
      take into account the exercise of options and warrants held by third
      parties, including options and warrants held by other officers and
      directors.

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

(6)   The shares beneficially owned by Mr. Lincoln include vested options to
      purchase up to 75,000 shares of Class A Common Stock granted in May 2002.

(7)   The shares beneficially owned by Dr. Brody include vested options to
      purchase up to 150,000 shares of Class A Common Stock granted in May 2002.

(8)   The shares beneficially owned by Mr. Valle include vested options to
      purchase up to 75,000 shares of Class A Common Stock granted in May 2002.

Equity Compensation Plans

The following table provides summary information regarding equity compensation
plans approved and not approved by the Company's shareholders.

<TABLE>
<CAPTION>
                                  Number of securities to      Weighted average
                                  be issued upon exercise      exercise price of        Number of securities
                                  of outstanding options,      outstanding options,     remaining available
Plan Category                     warrants and rights          warrants and rights      for future issuance
------------------------------------------------------------------------------------------------------------
<S>                                     <C>                            <C>                     <C>
Equity compensation plans               1,397,500                      $1.79                   3,147,500
approved by security holders
------------------------------------------------------------------------------------------------------------
Equity compensation plans not
approved by security holders              500,000                      $0.50                          --
------------------------------------------------------------------------------------------------------------
TOTAL                                   1,897,500                      $1.55                   3,147,500
------------------------------------------------------------------------------------------------------------
</TABLE>


                                       10
<PAGE>

Equity compensation plans not approved by security holders consist of an
aggregate of 500,000 shares. Three non-employee directors of the Company
received 300,000 options that expire in five years after their date of issuance.
One employee received 200,000 options that expire ten years after the date of
their issuance. All of the options were fully vested on their date of grant.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

M. LEE PEARCE, M.D.

Generally

M. Lee Pearce M.D., the Company's Chairman of the Board and its majority
stockholder, directly or indirectly, owns a number of entities (collectively,
the "Majority Stockholder") with which the Company, and its wholly-owned
subsidiaries, does or has done business. In particular, Dr. Pearce is the
beneficial owner of a substantial majority of North Ridge Medical Plaza, Ltd.
("NRMP"), which owns the building where the Company leases a suite for its
corporate office. The Company now leases 2,060 square feet of office space in
the NRMP pursuant to a lease expiring in 2004. The lease has a current annual
rental rate of approximately $ 43,000, adjusted annually for inflation.

Real Estate Acquisition

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 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, 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.


                                       11
<PAGE>

The Real Property is zoned light industrial and consists of approximately one
and one-third acres and three structures that collectively consist of
approximately 8,200 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").

Funding Arrangement and Operating Loans

Since the fourth quarter of 1999, the Company has funded its operations and its
investments through proceeds from affiliates of Dr. Pearce pursuant to a
commitment dated September 30, 1999 to provide or arrange for funding of up to
ten million dollars (the "Funding Commitment"). Through April 19, 2001, the
Company had received an aggregate of $8.475 million pursuant to this Funding
Commitment. On March 31, 2000, the Company and Dr. Pearce agreed that all funds
contributed pursuant to the Funding Commitment would be treated as a
subscription for additional shares of the Company's Class A Common Stock at the
purchase price of $5.25 per share. Accordingly, through April 15, 2003, an
aggregate of 1,614,285 shares of Class A Common Stock had been issued to Dr.
Pearce or his affiliates pursuant to such agreement.

In addition to funds provided under the Funding Commitment, during the fourth
quarter of 2002, the Company consolidated working capital notes made by the
Majority Stockholder in 2001 and 2002 into one promissory note in the amount of
$1,755,711, equal to the then aggregate amount of principal and accrued interest
on the notes. The note is unsecured, bears interest at the prime rate, and is
due January 15, 2004. Subsequent to December 31, 2002, the Company received
loans of $140,000 from the Majority Stockholder. The proceeds of the $140,000
notes are being used for working capital purposes. Such promissory notes
continue to bear interest at the prime rate and provide for a maturity date of
January 15, 2004. Principal and interest on the loans are due and payable in one
lump sum on January 15, 2004.


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<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.

                                              LEAP TECHNOLOGY, INC.


                                              By: /s/ Timothy C. Lincoln
                                              Acting Principal Executive Officer

Dated: April 30, 2003


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