================================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                   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, 2000


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

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

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

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


                         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 [XXX]  No  [  ]

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

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

The aggregate market value of the common equity held by non-affiliates as of
February 28, 2001 was approximately $1.5 million based on the $1.188 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
February 28, 2001 was 33,305,013. The number of shares of Class B Common Stock
of the issuer outstanding as of February 28, 2001 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 [XXX]


<PAGE>


                                FORM 10-KSB INDEX
                                                                           PAGE

GENERAL


PART I   .....................................................................2

ITEM 1.  DESCRIPTION OF BUSINESS..............................................2

ITEM 2.  DESCRIPTION OF PROPERTIES............................................7

ITEM 3.  LEGAL PROCEEDINGS....................................................7

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................7

PART II  .....................................................................8

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............8

ITEM 6.  MANAGEMENT'S PLAN OF OPERATION.......................................9

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.........................14

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE............................................14

PART III ....................................................................15

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT..................15

ITEM 10. EXECUTIVE COMPENSATION..............................................15

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......15

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................15

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K....15


                                       1
<PAGE>

PART I

ITEM 1.  DESCRIPTION OF BUSINESS


Business Strategy

Le@P Technology, Inc.'s ("Le@P" or the "Company") operating strategy is to
acquire or make strategic investments in companies that provide products or
services in the healthcare and life sciences industries, with particular
interest in information technology companies. The Company's operating strategy
has evolved to place less emphasis on Internet and business-to-business ("B2B")
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"). Le@P further intends to foster innovation and
growth among its Partner Companies by providing the opportunity for the exchange
of ideas among those companies and encouraging collaborative ventures among
them. Please also see "Management's Plan of Operation" below.

Although the Company's focus is on emerging companies, the Company may also
consider acquisitions of, or investments in more established companies.

The Company believes that emerging technology companies face significant
challenges, such as, developing a successful business model, building corporate
infrastructure, and finding and retaining qualified people.

Many of the companies which Le@P evaluates have been recently formed and require
sales and marketing, executive recruiting and human resources, information
technology, and finance and business development assistance. These companies
also require extensive capital as significant resources may be required to build
technological capabilities and internal operations.


Competition

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


                                       2
<PAGE>

Healthology Acquisition

On March 27, 2000, the Company completed the purchase of an approximate 21%
interest in the issued and outstanding shares of Healthology, Inc.
("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. Healthology's content is in-depth, topic-focused and event-driven
and is delivered in various formats, including text articles and live
audio/video webcast programs (streaming media). Healthology delivers its
original content through its own website and the sites of distribution partners
by co-branding, re-branding and licensing arrangements.

Through December 31, 2000, the Company has acquired approximately 3.2 million
shares of Healthology Series A Convertible Voting Preferred Stock ("Healthology
Preferred Shares") for $3.2 million plus related costs of approximately
$300,000. The Company obtained the funds for the Healthology acquisition through
a capital contribution from its majority stockholder pursuant to the Funding
Commitment as described in Note 4 of the Company's December 31, 2000
consolidated financial statements included in Part II, Item 7 of this Form
10-KSB.

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.

As described in Note 3 of the Company's December 31, 2000 consolidated financial
statements included in Part II, Item 7 of this Form 10-KSB, on August 3, 2000,
Healthology received additional equity financing on terms similar to those
afforded Le@P in the amount of $6.0 million from Communicade, Inc., a
wholly-owned subsidiary of Omnicom Group, Inc. (collectively, "Omnicom")
(NYSE:OMC). According to recent press releases by Omnicom, Omnicom is one of the
largest advertising agency groups worldwide. As a result of such additional
financing, the Company's equity interest was reduced to approximately 15% of the
issued and outstanding shares of Healthology.

In connection with Omnicom's investment in Healthology, the Company granted
Healthology a put option which 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 increased to approximately 18% of the issued and
outstanding capital stock of Healthology as a result of the purchase of these
additional shares. Like many companies operating in the Internet industry
environment, it is anticipated that Healthology will need to raise significant
additional capital in order to continue its operations.

As part of the Omnicom investment, the Company entered into certain amended and
restated agreements with Healthology relating to its investment. Copies of such
amended and restated agreements are included as Exhibits to the Company's June
30, 2000 10-QSB and the discussion herein is qualified in its entirety by
reference to such agreements. The Company's shares of Healthology Preferred
Stock have certain super-majority voting rights for the election of directors.
In general, until December 31, 2001, the Company is 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"). In order
to maintain the Super-Voting Right, the Company must also exercise its
preemptive rights on future issuances of securities by Healthology. In addition,
the Company or its permitted transferees must retain its current stock in
Healthology.

Additionally, following the Omnicom investment, Healthology's Board of Directors
continues to include two representatives selected by Le@P, and the Company has
certain anti-dilution rights, registration rights, tag-along rights and
preemptive rights, and are subject to certain drag-along rights.

                                       3
<PAGE>

For further discussion of the Company's investment in Healthology, please refer
to the Company's Forms 8-K dated March 1, 2000 and February 5, 2001, Form 10-QSB
for the quarter ended June 30, 2000 and Note 3 of the Company's December 31,
2000 consolidated financial statements included in Part II, Item 7 of this Form
10-KSB.

Government Regulations and Legal Uncertainties

A company that owns investment securities having a value exceeding 40% of the
value of its total assets is subject to registration and regulation as an
investment company unless it qualifies for a statutory or regulatory exclusion
or exemption from investment company status. The term "investment securities"
does not include securities of other companies controlled primarily by Le@P. The
Company believes that based upon its current asset mix, it will not be treated
as an investment company. The Company believes that its investment in
Healthology will not be considered an "investment security" so long as the
Super-Voting Right remains in effect. As a consequence of the amendments to the
Healthology Transaction in August 2000, the Company's Super-Voting Right is
scheduled to terminate on December 31, 2001 and may terminate prior to such
time. If at the time the Company loses the Super-Voting Right (or if the value
of the Company's investment in Healthology should become materially impaired)
its relative asset values have not changed to include more assets controlled
primarily by the Company and the Company does not qualify for any other
exclusion or exemption afforded by the 1940 Act, it may be required either to
register as an investment company or take significant business actions that are
contrary to its business objectives in order to avoid being required to register
as an investment company. For example, the Company might be compelled to acquire
additional assets that it might not otherwise have acquired, be forced to forgo
opportunities to acquire interests in companies or other assets or be forced to
sell or refrain from selling such interests or assets. In addition, the Company
might need to sell certain assets which are considered to be investment
securities.

There are presently few laws or regulations directed specifically at e-commerce.
However, because of the Internet's popularity and increasing use, new laws and
regulations may be adopted. The enactment of any additional laws or regulations
may impede the growth of the Internet and B2B e-commerce, which could decrease
the revenue of any of our Partner Companies operating in such industries and
place additional financial burdens on them.

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., as more fully
described herein. As more fully described below, 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.


Camber Investment

In mid-1997, the Company identified health care services as a business
opportunity of particular promise, and announced that it intended to utilize
cash, equity, debt or a combination thereof in effecting the acquisition or
development of such businesses. During the second half of 1997, the Company
contracted with two senior healthcare executives to hold key management
positions in its newly established subsidiary, Primary Care Medical Centers of
America, Inc. ("PCMC"). PCMC then set out to organize and develop a Physician
Practice Management Company (a "PPM") including a nationwide assemblage of
multi-disciplinary medical centers staffed by orthopedists, neurologists,
psychiatrists, chiropractors, podiatrists, physical therapists and affiliated
service providers who work together to offer a coordinated inter-disciplinary
approach to the treatment of musculoskeletal injury and the management of
neuromuscular disease.

In seeking the necessary capitalization to accomplish its goals, in the spring
of 1998, Seal entered into a Joint Development Agreement with Monsanto Company
(NYSE: MTC), whereby a division of Monsanto agreed to provide PCMC with project
funding in exchange for the opportunity to acquire a portion of PCMC stock.

                                       4
<PAGE>

In mid-1998, negotiations began with Kohlberg & Company ("Kohlberg"), a private
investment firm to combine PCMC's physician practice management business with
Camber Companies, LLC, a Delaware limited liability company ("Camber") with a
majority interest held by Kohlberg. As a result of a transaction which closed on
November 6, 1998, Camber adopted PCMC's business plan, and Le@P and Monstanto
became interest holders in Camber with Le@P owning a 6% interest in Camber,
which it continues to hold today. In addition, Kohlberg and other investors
agreed to provide, and subsequently did provide, Camber with equity funding of
$21.4 million. Thomas M. Ferguson, the then Chairman and a current Director of
Le@P, became a Director of Camber.

OHI Reverse Acquisition

Effective April 2, 1999, Le@P (which for periods prior to April 2, 1999 is
referred to herein as the "Acquiree") and OH, Inc., a Florida corporation
("OHI"), whose primary operating assets consisted of a comprehensive outpatient
medical, diagnostic and surgical facility and physician practice business,
entered into an Agreement and Plan of Exchange whereby 100% of the outstanding
common stock of OHI was exchanged for 91% of the outstanding common stock of the
Acquiree on a fully diluted basis (including outstanding options to purchase
Acquiree shares). Accordingly, the acquisition was treated for financial
reporting purposes as a reverse acquisition, with OHI (the "Acquirer") as the
accounting acquirer. In connection with the aforementioned transaction, the
Company's stockholders voted to increase the number of authorized shares of the
Company's Class A Common Stock from 14,975,000 to 99,975,000 at the 1999 Annual
Meeting of Stockholders.

The historical financial statements beginning on page F-1 of this Form 10-KSB
are those of OHI, the accounting acquirer, even though the Company elected to
use the name Le@P Technology, Inc. for periods subsequent to the effective date
of the reverse acquisition. Accordingly, those financial statements do not
reflect the operations of PCMC or its subsequent sale to Camber.

The net assets received from the Acquiree in the reverse acquisition were
recorded at their fair value of $1,784,374, less acquisition costs of $115,500,
and include 1,408,325 shares of Acquiree Class A and Class B Common Stock. The
results of the Acquiree's operations are only included in the Company's
consolidated statements of operations from the effective date of the reverse
acquisition.


Oakridge Transaction - Discontinued Operations

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

The Oakridge Center served the Fort Lauderdale and northern Broward County
communities and was intended to be the prototype for other outpatient centers.
In the operation of the Oakridge Center, the Company incurred start-up losses
significantly greater than anticipated due to a variety of factors, including
third party actions adverse to OHI which the Company believes adversely impacted
the use of the Center by physicians. Despite the Company's continued belief that
sophisticated outpatient centers are a preferred delivery model for healthcare,
the start-up losses of the Oakridge Center indicated greater risk than the
Company was prepared to undertake. Accordingly, after presentation to the
Company of an offer whereby an investor group comprised of certain members of
OHI's management would form a new corporation, Oakridge Outpatient Center, Inc.
("Oakridge"), and invest working capital in OHI's outpatient business (in



                                       5
<PAGE>

Oakridgee Transaction - Discontinued Operations (Continued)

addition to receiving certain supplemental loans directly from an affiliate of
the Company's principal shareholder), OHI was merged into a subsidiary of
Oakridge for a nominal payment and assumption by the surviving company of all
liabilities of OHI and its subsidiaries. In addition, in the merger, the Company
assigned to Oakridge its claims against third parties that had taken actions
adverse to the Company and received the right to certain contingent payments
from the proceeds of any legal actions against such third parties. The Company
understands that the potential claim against such third parties are being
investigated and a possible legal action is being evaluated. There can be no
assurance that, if a legal action is instituted, it will be successful, or even
if successful, will result in any payment to the Company. For further
information relating to the Oakridge Transaction, including limitations on the
Company's ability to participate in any potential litigation recovery, please
refer to the Company's Form 8-K dated September 30, 1999.

The operations of OHI, prior to the September 30, 1999 Oakridge Transaction, are
currently reflected as discontinued operations in the Company's financial
statements.


Employees

As of March 25, 2001, Le@P had three full-time employees.


                                       6
<PAGE>

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 ("Pearce") 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 $42,000, adjusted
annually for inflation.


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.


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, 2000.









                       THIS SPACE INTENTIONALLY LEFT BLANK


                                       7
<PAGE>

PART II


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

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, 1999 and 2000, 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
               ------------             ------        -------
              1999
                  First Quarter         $ 6.25         $  2.63
                  Second Quarter          5.25            2.50
                  Third Quarter           4.50            2.63
                  Fourth Quarter          3.75            1.44

              2000
                  First Quarter           4.13            1.75
                  Second Quarter          2.69             .75
                  Third Quarter           1.38             .88
                  Fourth Quarter          1.88             .75


There is no public market for the Class B Common Stock or the Series B Preferred
Stock, 2,170 shares, all of which are issued to entities beneficially owned by
Pearce.


Holders

The number of stockholders of record as of February 28, 2001, was 1,514 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 and
certain of his affiliates (the "Majority Stockholder"), during the fourth
quarter of 2000, the Company sold an aggregate of 190,476 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 million. 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.


                                       8
<PAGE>

ITEM 6.  MANAGEMENT'S PLAN OF OPERATION

Business Strategy

Le@P Technology, Inc.'s ("Le@P" or the "Company") operating strategy is to
acquire or make strategic investments in companies that provide products or
services in the healthcare and life sciences industries, with particular
interest in information technology companies. 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"). Le@P further intends to foster innovation and
growth among its Partner Companies by providing the opportunity for the exchange
of ideas among those companies and encouraging collaborative ventures among
them.

Although the Company's focus is on emerging companies, the Company may also
consider acquisitions of, or investments in more established companies.

Partner Company Strategy

Typically, the Company receives business plans from early stage companies
seeking equity financing. Information received is evaluated to determine if the
potential Partner Company's business is within Le@P's investment parameters. The
Company will generally consider investment in Partner Companies with a clearly
defined product or service, experienced and financially committed management,
and some operational history.

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.

Healthology Acquisition

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.

As a result of Omnicom's investment in Healthology in August 2000, the Company's
equity interest was reduced to approximately 15% of the issued and outstanding
shares of Healthology. At that time, the Company granted Healthology a put
option which 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 increased to approximately 18% of the issued and outstanding capital
stock of Healthology as a result of the purchase of these shares.

                                       9
<PAGE>
Investment in Camber

The Company's investment in Camber had a carrying value of approximately $1.8
million at December 31, 2000, representing Le@P's historical cost basis. Camber
operates clinics in Florida, California and Pennsylvania specializing in
multidisciplinary, musculoskeletal care. Camber had a net loss of $1.1 million
for the year ended December 31, 2000 which is substantially less than the prior
year loss of $8.1 million. Camber's operating income for the year ended December
31, 2000, was $878,000 before deductions for depreciation, amortization,
interest, taxes and loss on sale of assets. Camber, which began operations in
1998, has incurred significant losses while developing its business strategy.
Camber management anticipates that its current business plan will provide for
significant profitability through the acquisition of, and affiliation with, a
significant number of additional clinics. At this time, the Company is unable to
determine whether the growth through acquisitions contemplated by Camber can be
made without substantial dilution of the Company's interest. Should such
acquisitions be made and funded with additional equity financing by Camber, the
Company's interest may be diluted. Significant dilution of the Company's
interest could result in the impairment of the value of the Camber investment
which would require a write-down of some or all of said investment.


Investment Company Act Considerations

A company that owns investment securities having a value exceeding 40% of the
value of its total assets is subject to registration and regulation as an
investment company unless it qualifies for a statutory or regulatory exclusion
or exemption from investment company status. The term "investment securities"
does not include securities of other companies controlled primarily by the
Company. The Company believes that based upon its current asset mix, it will not
be treated as an investment company. The Company believes that its investment in
Healthology will not be considered an "investment security" so long as the
Super-Voting Right remains in effect. See "Item I. Description of Business -
Healthology Acquisition". As a consequence of the amendments to the Healthology
Transaction in August 2000, the Company's Super-Voting Right is scheduled to
terminate on December 31, 2001 and may terminate prior to such time. If at the
time the Company loses the Super-Voting Right (or if the value of the Company's
investment in Healthology should become materially impaired), its relative asset
values have not changed to include more assets controlled primarily by the
Company, and the Company does not qualify for any other exclusion or exemption
afforded by the 1940 Act, it may be required either to register as an investment
company or take significant business actions that are contrary to its business
objectives in order to avoid being required to register as an investment
company. For example, the Company might be compelled to acquire additional
assets that it might not otherwise have acquired, be forced to forgo
opportunities to acquire interests in companies or other assets or be forced to
sell or refrain from selling such interests or assets. In addition, the Company
might need to sell certain assets which are considered to be investment
securities. There may be little or no market for the sale of such assets.


Company Liquidity and Cash Requirements

Due to the nature of the Company's Partner Company investments, no positive
operating cash flows are expected to be realized in the foreseeable future.
Generally, Internet start-ups have employed a strategy of rapidly building
infrastructure and introducing products and services in advance of firm
commitments for sales as new and existing firms strive to establish market
penetration in anticipation of significant opportunities for future revenue
growth. This strategy is very capital intensive.


                                       10
<PAGE>

The Company expects that its Partner Companies, including Le@P's first such
Partner Company, Healthology, will require one or more rounds of additional
equity capital before they can be expected to generate positive cash flow. The
investment by Omnicom in Healthology and the Company's recent additional $1
million investment are examples of such additional financing. The Company's
investment evaluations anticipate such additional rounds of future financing, at
successively higher valuations, such that while the Company's ownership interest
may decline, the value of its interest may increase based on the amount paid by
later stage investors. The Omnicom investment in Healthology, however, was
completed at the same valuation per share as the investment by the Company.
Moreover, within the last year valuations of Internet related companies have, in
general, significantly declined and it has become increasingly difficult for
such companies to attract further investment necessary to maintain or expand
operations.

The Company believes that it could realize the value of its Partner Company
investments through the sale of the Partner Company to a larger competitor,
through the sale of some or all of its interest after an initial public offering
by a Partner Company, or by selling some or all of its interest to venture
capital or other firms. There can be no assurance, however, that the Partner
Companies will successfully execute their business plans, or that, if
successful, a suitable buyer for Le@P's interest will be found. In addition,
there can be no assurance that any Partner Company would be able to raise
additional financing or that any such financing would be at a valuation higher
than that paid by the Company. The audited financial statements of Healthology
for the fiscal year ended December 31, 2000, contained a going concern
explanatory paragraph. As further described below, Healthology sustained net
losses of approximately $5.2 and $2.4 million, respectively, for the year ended
December 31, 2000, and the fiscal quarter ended December 31, 2000, respectively.
Healthology's plans include raising additional equity or debt finance in the
upcoming year, investigating the possibility of merger or joint venture
arrangements to obtain additional sources of funds, and scaling back operations.
However, there can be no assurance that any of these plans can be successfully
executed. If Healthology were unable to obtain such financing or otherwise take
such actions, it may be required to curtail or cease operations. In such an
event, the value of the Company's investment in Healthology could be materially
impaired or eliminated, which in turn, could have a material adverse effect on
the Company's financial position and operations. Such a result could also have
an adverse regulatory impact on the Company. See "Investment Company Act
Considerations". The Company's investments and acquisitions are illiquid in
nature and cannot be readily sold.

Since the fourth quarter of 1999, the Company has funded its operations and its
investments in Healthology through proceeds from its majority shareholder
pursuant to the Funding Commitment described in Note 4 of the Company's December
31, 2000 consolidated financial statements included in Part II, Item 7. Through
December 31, 2000, the Company had received $6.5 million of the Funding
Commitment, including $3.5 million which was received on March 24, 2000 to fund
the Healthology acquisition. Subsequent to December 31, 2000, the Company
received $1 million from Dr. Pearce to purchase an additional 800,000 shares of
Healthology common stock. 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.

The Company anticipates that, at the current level, its operating loss (which
does not include its proportionate share of Healthology's net loss) for the year
ending December 31, 2001 will be between $1.5 million and $2.2 million. As
previously indicated, Healthology exercised the Put Option which required the
Company to purchase an additional $1 million of Healthology Common Stock in
February 2001. In addition, under certain conditions, the Company is required to
participate in any future rounds of Healthology financing in order to maintain
its current ownership interest and its Super-Voting Right. The Company believes
that the balance of the funds available to it pursuant to the Funding Commitment
will allow it to meet these anticipated cash requirements and to make modest
additional Partner Company investments.

Nevertheless, 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. There can be no assurance that the Company will be successful in such
efforts. Any financing activities by the Company could result in substantial
dilution of existing equity positions and increased interest expense.
Transaction costs to the Company in connection with any such activities may also
be significant.

                                       11
<PAGE>

Management believes that the current level of operating expenses can support
modest additional Partner Company investments. Nevertheless, should the Company
be unable to attract additional funding, operations beyond the fourth quarter of
2001 would be materially curtailed.


Changes in Financial Condition and Results of Operations

The discussion below relates to material changes in financial condition and
results of operations from December 31, 1999 to December 31, 2000. The Company
does not believe that it is meaningful to compare changes from the corresponding
interim periods in the preceding year due to the significant change in the
Company's operations when its only operating subsidiary, OH, Inc. ("OHI") was
acquired by a related party on September 30, 1999. Please refer to the Company's
Annual Report on Form 10-KSB for the year ended December 31, 1999 for
information on the disposal of OHI. The operations of OHI are shown as
discontinued operations in the consolidated financial statements included in
Part II, Item 7 of this Form 10-KSB. All amounts in the discussion below are
approximate.

Financial Condition at December 31, 2000 compared to December 31, 1999

Total assets increased during the year ended December 31, 2000 by $2.6 million
to $5.1 million due primarily to the Company's investment in Healthology. The
Company's investment in Healthology of $2.4 million at December 31, 2000 results
from the cost of the investment of $3.5 million less $1.1 million, representing
the Company's non-cash charge for its equity in the loss of Healthology for the
year ended December 31, 2000 (see further discussion below regarding such
charge).

Results of Operations for the Year Ended December 31, 2000 Compared to the Year
Ended December 31, 1999.

The Company incurred a net loss of $3.1 million for the year ended December 31,
2000 which is a decrease of $11.3 million, or 78%, from the year ended December
31, 1999 loss of $14.4 million. The decrease in net loss resulted from the
discontinuance of the Company's OHI business in September, 1999. Net losses from
the Company's OHI business were $13.7 million for the year ended December 31,
1999.

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.
<TABLE>
<CAPTION>

                                                                  Three Months Ended                              Year Ended
                                        ------------------------------------------------------------------------
                                          Dec. 31, 2000     Sep. 30, 2000    June 30, 2000     Mar. 31, 2000     Dec. 31, 2000
                                          -------------     -------------    -------------     -------------     -------------

<S>                                        <C>               <C>              <C>              <C>                <C>
Healthology net loss                       $  (2,359,000)    $  (1,265,000)   $  (1,082,000)   $    (529,000)     $  (5,235,000)
                                        =========================================================================================

Company's proportionate share of
Healthology's net loss                          (347,000)         (216,000)        (225,000)               -           (788,000)

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                           (101,000)         (143,000)        (143,000)               -           (387,000)
                                        -----------------------------------------------------------------------------------------

Equity in the loss of Healthology             $ (448,000)       $ (359,000)     $  (368,000)   $           -      $  (1,175,000)
                                        =========================================================================================
</TABLE>

                                       12
<PAGE>

Amortization of the amount by which the Company's carrying value exceeds its
share of the underlying net assets of Healthology is being amortized on a
straight-line basis over five years as an adjustment to the Company's share of
Healthology's net income or loss.

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. As of March 1, 2001, the Company's interest in
the issued equity securities of Healthology was approximately 18%. Despite this
lower ownership interest, the Company continues to exercise influence on the
operations of Healthology, primarily by virtue of the contractual right to
maintain two seats on Healthology's Board of Directors and its Super-Voting
Right. Accordingly, the Company has continued to apply the equity method of
accounting for its investment in Healthology following the Omnicom investment.

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 its investees, Healthology and
Camber.

* 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.

                                       13
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following consolidated financial statements of the Company and report of
independent certified public accountants 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, 2000 and 1999

Consolidated Statements of Operations for the years ended
     December 31, 2000 and 1999

Consolidated Statements of Shareholders' Equity for the years ended
     December 31, 2000 and 1999

Consolidated Statements of Cash Flows for the years ended
     December 31, 2000 and 1999

Notes to Consolidated Financial Statements


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

          None.

                       THIS SPACE INTENTIONALLY LEFT BLANK



                                       14
<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 2001 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 2001 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 2001 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 2001 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


                                       15
<PAGE>

EXHIBIT                     DESCRIPTION

2.1    Agreement  and Plan of Merger dated as of  September  30,  1999,  by
       and among OH, Inc., Le@P Technology, Inc., Oakridge Outpatient
       Center, Inc., and OH Acquisitions Corp. (1)

2.2    Articles of Merger of OH Acquisition Corp. into OH, Inc., filed
       September 30, 1999. (1)

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. (4)

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.

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

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)

                                       16
<PAGE>

10.5   Business Combination Agreement dated October 9, 1998, by and among
       Kohlberg & Company, LLC, Camber Companies, LLC, Monsanto Company, Le@P
       Technology, Inc. and Primary Care Medical Centers of America, Inc. (11)

10.6   General Assignment dated as of October 8, 1998, from Primary Care Medical
       Centers of America, Inc. to Camber Companies, LLC. (11)

10.7   Assumption Agreement dated as of October 9, 1998 from Camber Companies,
       LLC to Monsanto Company. (11)

10.8   Agreement and Plan of Exchange between Le@P Technology, Inc. and
       OH, Inc., a Florida corporation, dated December 21, 1998. (1)

10.9   Securities Exchange Agreement dated April 2, 1999, by and between
       Le@P Technology, Inc. and M. Lee Pearce, MD, who as of April 2, 1999 was
       the holder of all of the outstanding shares of common stock of
       OH, Inc. (4)

10.10  Stock Purchase Agreement dated as of December 21, 1998 between First
       Magnum Corporation, Thomas M. Ferguson and Lauderdale Holdings, Inc. (4)

21     Subsidiaries of the Registrant.

27     Financial Data Statement
-------------------
(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 April 19, 1999.
(5)      Incorporated by reference from an exhibit to the Company's Quarterly
         Report on Form 10-QSB (File No. 000-05667) for the quarter ended
         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, 1998, as filed April 1, 1999, as amended April 30, 1999.

 (b)     Reports of Form 8-K

         None.


                                       17
<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 30, 2001

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

       SIGNATURE                     TITLE                                 DATE



/s/ Robert G. Tancredi, MD    President, Chief Executive          March 30, 2001
----------------------------- Officer and Director
Robert G. Tancredi, MD        (Principal Executive Officer)


/s/ M. Lee Pearce, MD         Chairman of the Board of Directors  March 30, 2001
-----------------------------
M. Lee Pearce, MD


                              Director                            March __, 2001
-----------------------------
Thomas M. Ferguson


                              Director                            March __, 2001
-----------------------------
John J. Rydzewski


/s/ Jose B. Valle             Director                            March 30, 2001
-----------------------------
Jose B. Valle


/s/ Laurence Brody            Director                            March 30, 2001
-----------------------------
Laurence Brody


/s/ Timothy Lincoln           Director                            March 30, 2001
-----------------------------
Timothy Lincoln



                                       18
<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, 2000 and 1999...............F-4
Consolidated Statements of Operations for the years ended
   December 31, 2000 and 1999 .............................................F-5
Consolidated Statements of Shareholders' Equity for the years ended
   December 31, 2000 and  1999.............................................F-7
Consolidated Statements of Cash Flows for the years ended
   December 31, 2000 and 1999..............................................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, 2000 and 1999, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits. The financial statements of
Healthology, Inc. (a corporation in which the Company had an approximately 15%
interest at December 31, 2000) have been audited by other auditors whose report,
which contained a going concern explanatory paragraph, has been furnished to us.
Insofar as our opinion on the consolidated financial statements relates to dates
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, 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, 2000 and 1999, 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 9, 2001

                                       F-2
<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




Board of Directors and Stockholders of
   Healthology, Inc.


We have audited the accompanying balance sheets of Healthology, Inc. as of
December 31, 2000 and 1999 and the related statements of operations and
accumulated loss, stockholders' deficit and members' equity and cash flows for
the years ended December 31, 2000 and 1999. 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 1999 and the results of its operations and its cash flows
for the years 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


<TABLE>
<CAPTION>
                                                             December 31,
                                                        2000             1999
                                                    ----------------------------
Assets
Current assets
<S>                                                   <C>            <C>
   Cash                                               $   688,702    $  462,802
   Due from related party                                  29,563             -
   Prepaid expenses and other current assets               38,273        47,878
                                                    ----------------------------
Total current assets                                      756,538       510,680

Investment in Healthology, Inc.                         2,367,983             -
Investment in Camber Companies, LLC                     1,845,245     1,845,245
Property and equipment, net                               128,611       169,198
Other assets                                                9,573         8,852
                                                    ----------------------------
Total assets                                          $ 5,107,950    $2,533,975
                                                    ============================

</TABLE>




See notes to consolidated financial statements.

                                       F-4
<PAGE>


                     Le@P Technology, Inc. and Subsidiaries

                     Consolidated Balance Sheets (continued)
<TABLE>
<CAPTION>

                                                            December 31,
                                                       2000             1999
                                                   ----------------------------
<S>                                               <C>             <C>
Liabilities and shareholders' equity
 Current liabilities:
   Accounts payable                               $     25,368    $     126,222
   Accrued professional fees                            94,100          162,225
   Accrued compensation and related liabilities        202,878          290,794
                                                  ____________     ____________
Total current liabilities                              322,346          579,241

Commitments and contingencies

Shareholders' equity:
   Subscribed Class A Common stock                           -          550,000
   Preferred stock, par value $0.001 per share;
     Authorized 25,000,000 shares.
     Issued and outstanding 2,170 shares at
     December 31, 2000 and 1999, respectively        2,170,000        2,170,000
  Class A common stock, par value $0.20 per
     share. Authorized 99,975,000 shares.
     Issued 33,389,863 and 32,001,769 shares,
     and outstanding 33,305,013 and 31,916,919
     shares, at December 31, 2000 and 1999,
     respectively.                                   6,677,973        6,400,354
  Class B common stock, par value $0.20 per
     share. Authorized, issued and outstanding
     25,000 shares at December 31, 2000 and 1999.
                                                         5,000            5,000
   Additional paid-in capital                       24,502,151       18,249,770
   Accumulated deficit                             (28,520,060)     (25,370,930)
   Treasury stock, at cost, 84,850 shares at
     December 31, 2000 and 1999.
                                                       (49,460)         (49,460)
                                                   ----------------------------
Total shareholders' equity                           4,785,604        1,954,734
                                                   ----------------------------
Total liabilities and shareholders' equity        $  5,107,950     $  2,533,975
                                                  =============================
</TABLE>


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
                                                       2000              1999
                                                 -------------------------------
<S>                                              <C>              <C>
Revenue                                          $           -     $          -
                                                 -------------------------------

Expenses:
   Salaries and benefits                             1,007,197          359,158
   Professional fees                                   632,091          306,073
   General and administrative                          344,177          112,357
                                                 -------------------------------
Total expenses                                       1,983,465          777,588
                                                 -------------------------------

Operating loss                                      (1,983,465)        (777,588)

Interest income                                          9,346


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

Loss from continuing operations                     (3,149,130)        (777,588)

Discontinued operations:
   Loss from discontinued operations                         -      (14,835,321)
   Gain on disposal of discontinued operations               -        1,170,115
                                                 -------------------------------

Net loss                                         $  (3,149,130)   $ (14,442,794)
                                                 ===============================

Net loss attributable to common stockholders     $  (3,366,130)   $ (14,509,294)
                                                 ===============================

Basic and diluted net loss attributable to
 common stockholders per share:
  Loss from continuing operations                $       (0.10)   $       (0.04)

  Loss from discontinued operations                          -            (0.61)
                                                 -------------------------------
  Net loss                                       $       (0.10)           (0.65)

                                                 ===============================

Weighted average shares outstanding                 32,742,224       22,300,143
                                                 ===============================
</TABLE>



See notes to consolidated financial statements.

                                       F-6
<PAGE>
<TABLE>
<CAPTION>

                                               Le@P Technology, Inc. and Subsidiaries

                                           Consolidated Statements of Shareholders' Equity


                               Class A and Class B
                                  Common Stock           Preferred Stock       Additional
                             -------------------------------------------
                                              Par                                Paid-in    Accumulated    Treasury
                                Shares       Value       Shares      Amount      Capital      Deficit       Stock        Total
                             -------------------------------------------------------------------------------------------------------

<S>                           <C>        <C>              <C>     <C>          <C>          <C>           <C>        <C>
Balance at December 31, 1998      1,000   $      1          -        $    -    $20,276,784  $(10,928,136)  $     -      $9,348,649
   Contributed capital                -          -          -             -      2,600,000             -         -       2,600,000
   Reverse Merger transaction:
     Receipt of Le@P Technology,
     Inc. common shares,
     net of costs of
     $115,500 (Number of
     common shares
     includes 1,383,325
     shares of Class A
     Common Stock and
     25,000 shares of
     Class B Common Stock)    1,408,325    281,670          -             -      1,436,669             -    (49,460)     1,668,874
   Issuance of Le@P
     Technology, Inc.
     shares in exchange
     for OH, Inc. common
     stock                   10,318,419  2,063,684    2,000,000        2,000    20,811,101             -          -    22,876,785
   Receipt of OH, Inc.
     common stock in
     exchange for Le@P
     Technology, Inc.
     Common Stock                (1,000)        (1)           -            -   (22,876,784)            -          -   (22,876,785)
   Conversion of preferred
     stock into common
     stock                    20,000,000  4,000,000  (2,000,000)      (2,000)   (3,998,000)            -          -             -
   Sale of Series B
     preferred stock                   -          -       2,170    2,170,000             -             -          -     2,170,000
   Shares issued in
     exchange for
     investment banking
     services                    300,000     60,000           -            -             -             -          -        60,000
   Subscribed Class A
     common stock                      -          -           -            -       550,000             -          -       550,000
   Net loss                            -          -           -            -             -   (14,442,794)         -   (14,442,794)
                           -------------------------------------------------------------------------------------------------------
Balance at December 31,
     1999                     32,026,769  6,405,354       2,170    2,170,000    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)
                           -------------------------------------------------------------------------------------------------------
                              33,414,863 $6,682,973       2,170   $2,170,000   $24,502,151  $(28,520,060) $ (49,460) $ (4,785,604)
                           =======================================================================================================
</TABLE>

 See notes to consolidated financial statements.

                                                                 F-7
<PAGE>
<TABLE>
<CAPTION>

                                               Le@P Technology, Inc. and Subsidiaries
                                                Consolidated Statements of Cash Flows

                                                                                      Year ended December 31
                                                                                      2000              1999
                                                                                ------------------------------------
<S>                                                                               <C>              <C>
Operating activities
Net loss                                                                          $  (3,149,130)   $ (14,442,794)
Adjustments to reconcile net loss to net cash used in operating activities:
   Depreciation                                                                          38,216            6,225
   Gain on disposal of discontinued operations                                                -       (1,170,115)
   Equity in loss of Healthology, Inc.                                                1,175,011                -
   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                                                             (29,563)               -
     Prepaid expenses and other current assets                                            9,605          (47,878)
     Other assets                                                                          (721)          (8,852)
     Accounts payable                                                                  (100,854)         126,222
     Accrued professional fees                                                          (68,125)         162,225
     Accrued compensation and related liabilities                                       (87,916)         290,794
                                                                                ------------------------------------
Net cash used in operating activities                                                (2,172,785)     (15,084,173)

Investing activities
Purchases of property and equipment                                                      (8,321)        (122,198)
Investment in Healthology, Inc.                                                      (3,542,994)               -
                                                                                ------------------------------------
Net cash used in investing activities                                                (3,551,315)        (122,198)

Financing activities
Proceeds from issuance of preferred stock                                                     -        2,170,000
Subscribed Class A Common Stock                                                               -          550,000
Issuance of Class A Common Stock                                                      5,950,000                -
                                                                                ------------------------------------
Net cash provided by financing activities                                             5,950,000        2,720,000

Discontinued operations:
   Operating activities                                                                       -        1,059,588
   Investing activities                                                                       -       (2,639,037)
   Financing activities                                                                       -       14,528,622
                                                                                ------------------------------------
Net cash provided by discontinued operations                                                  -       12,949,173

Net change in cash                                                                      225,900         (462,802)
Cash at beginning of period                                                             462,802                -
                                                                                ------------------------------------

Cash at end of period                                                             $     688,702    $     462,802
                                                                                ====================================

</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 and Subsidiaries to Le@P Technology, Inc. and Subsidiaries.

During 1999, Le@P, as further described below, went through a reverse merger
followed by a disposition of the assets acquired through the reverse merger.
Accordingly, the December 31, 1999 balance sheet and the statements of
operations, cash flows and shareholders' equity presented herein for the year
ended December 31, 1999 are those of Le@P, with any balances or transactions
which resulted from the reverse merger (and subsequent disposal) shown as a
discontinued operation. The December 31, 1998 shareholders' equity balances are
those of OH, Inc. ("OHI"), the entity which, for accounting purposes, was the
accounting acquirer, even though the Company elected to use the name Le@P
Technology, Inc. for periods subsequent to the effective date of the reverse
acquisition. Earnings per share for periods prior to the reverse acquisition
have been restated to reflect the number of equivalent shares received by the
OHI stockholders as a result of the reverse acquisition even though OHI became a
wholly-owned subsidiary of Le@P.

During March 2000, the Company completed its first investment since the disposal
of OHI (as described below), a 21% interest in Healthology, LLC, ("Healthology")
a health- media company. At December 31, 2000, such investment was reduced to
approximately 15% after Healthology secured additional equity financing in
August 2000. However, on February 5, 2001, Le@P purchased an additional 800,000
shares of Healthology common stock, which increased Le@P's interest to
approximately 18%. See Note 3, "Investment in Healthology".

The Company also has a 6% interest in Camber Companies LLC, ("Camber"), a
company specializing in multidisciplinary, musculoskeletal care.

Reverse Acquisition

Effective on April 2, 1999, Le@P (which for periods prior to April 2, 1999 is
referred to herein as the "Acquiree") and OHI, whose primary operating assets
consisted of a comprehensive outpatient diagnostic and surgery center (the
"Oakridge Center"), entered into an Agreement and Plan of Exchange whereby 1,000
shares of OHI Common Stock (which represented 100% of OHI's outstanding Common
Stock) was exchanged for 10,318,419 shares of the Acquiree's common stock and
2,000,000 shares of the Acquiree's convertible preferred stock, which was equal
to 91% of the outstanding common stock of the Acquiree on a fully diluted basis
(including outstanding options to purchase Acquiree shares) on that date.
Accordingly, the acquisition has been treated for financial reporting purposes
as a reverse acquisition, with OHI (the "Acquirer") as the accounting acquirer.
As a result of the aforementioned transaction, the number of Class A Common
Shares authorized to be issued by the Acquiree was increased from 14,975,000 to
99,975,000.


                                       F-9
<PAGE>

The net assets received from the Acquiree in the reverse acquisition were
recorded at their fair value of $1,784,374, less acquisition costs of $115,500.
The Acquirer also received 1,408,325 shares of Acquiree Class A and Class B
Common Stock. The results of the Acquiree's operations are included in the
Company's consolidated statements of operations from the effective date of the
reverse acquisition.

Discontinued Operations

On September 30, 1999, Le@P sold its wholly-owned subsidiary, OH, Inc., which
includes the Oakridge Center, to an investor group comprised of certain members
of OHI's management (the "Oakridge Group"). The Oakridge Center constituted the
only active business operation of the Company during 1999. The Company has no
ownership interest in the Oakridge Group. The Company's primary consideration
was the assumption by the Oakridge Group of all of OHI's liabilities. The
Oakridge Group has assumed these liabilities without any recourse to the Company
and the Company has not guaranteed any portion of the liabilities assumed by the
Oakridge Group. As a result, Le@P recorded a gain of $1,170,115, which was equal
to the equity deficiency of OHI on the date of disposition.

The activities of OHI prior to October 1, 1999 are shown as discontinued
operations in the accompanying financial statements. Revenue from discontinued
operations was $6,446,000 for the year ended December 31, 1999, and is included
as part of the loss from discontinued operations in the accompanying
consolidated statements of operations.

Operating Losses and Cash Flow Deficiencies

Through December 31, 2000, the Company experienced significant operating losses
and deficiencies in cash flows from its discontinued operations, and, to a
lesser extent, from its continuing operations, and acquisition activities.
During 2000, 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, Dr. M. Lee Pearce, the Company's majority shareholder,
agreed to provide Le@P with funding of up to $10,000,000 which will be used to
fund these losses and expenses and future acquisitions as approved by the Board
of Directors (the "Funding Commitment"). Through December 31, 2000, the Company
had received $6,500,000 of the Funding Commitment, including $3,500,000 which
was received on March 24, 2000 to fund the Healthology acquisition. Subsequent
to December 31, 2000, the Company received $1,000,000 from Dr. Pearce to
purchase an additional 800,000 shares of Healthology common stock. 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.

                                       F-10
<PAGE>


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 may apply the equity method for investments in which it acquires
less than 20% of the voting interest if it then exerts significant influence
through representation on a Partner Company's Board of Directors and other
means. All other investments for which the Company does not have the ability to
exercise significant influence are accounted for on the cost method. Such
investments are stated at the lower of cost or net realizable value. Through
December 31, 2000, the Company has accounted for its investment in Healthology
under the equity method and its investment in Camber under the cost method.

Partner Company Investments

Under the equity method, the Company's proportionate share of Partner Company
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.

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.

Pursuant to SEC Staff Accounting Bulletin No. 84, at the time a Partner Company
accounted for under the equity method of accounting sells its common stock at a
price different from the Partner Company's book value per share, the Company's
share of the Partner Company's net equity changes. If, at that time, the Partner
Company is not a newly-formed, non-operating entity, nor a research and
development, start-up or development stage company, nor is there question as to
its ability to continue in existence, the Company will record the change in its
share of the Partner Company's net equity as a gain or loss in its Consolidated
Statement of Operations.


                                       F-11
<PAGE>

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 3-8 years.

The carrying value of the Company's assets is reviewed by management if the
facts and circumstances suggest that it may be impaired. 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.


Income Taxes

Prior to the reverse acquisition described in Note 1, OHI, with the consent of
its shareholder, had elected to be treated as an S corporation under the
provisions of the Internal Revenue Code. Consequently, in lieu of corporate
income taxes, the sole shareholder was taxed on the Company's taxable income.
Following the reverse acquisition, the Company became a C corporation and,
accordingly, has adopted the asset and liability method of accounting for income
taxes as prescribed under SFAS 109 "Accounting for Income Taxes" ("SFAS 109").
No provision for income taxes has been recorded due to losses to date. The
Company has recorded a valuation allowance for the deferred tax assets which
have resulted from its operating losses as discussed further in Note 13.


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
reported period. Actual results could differ from those estimates.


Financial Instruments

The carrying values of cash and accounts 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.

                                       F-12
<PAGE>

Comprehensive Income

The Company has adopted SFAS No. 130; "Reporting Comprehensive Income", which
requires that all items that are recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements. The items of
other comprehensive income that are typically required to be displayed are
foreign currency items, minimum pension liability adjustments, and unrealized
gains and losses on certain investments in debt and equity securities. There
were no items of other comprehensive income for any periods presented herein.

Recent Accounting Pronouncements

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133 is effective for fiscal years
beginning after June 15, 2000. SFAS No. 133 requires that all derivative
instruments be recorded in the balance sheet at their fair value. Changes in the
fair value of derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designed as part of a
hedge transaction and, if it is, the type of hedge transaction. The Company does
not expect that the adoption of SFAS No. 133 will have a material impact on its
financial statements because the Company does not currently hold any derivative
instruments.

Reclassifications

Certain prior year amounts in the consolidated financial statements have been
reclassified to conform to the current year presentation.

3.  Investment in Healthology

On March 27, 2000, the Company completed the purchase of 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 as
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.

                                       F-13
<PAGE>

During August 2000, Healthology received an additional equity investment of
$6,000,000 from 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
approximately 15% at December 31, 2000.

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. Following the Omnicom investment in Healthology
on August 3, 2000, the Company's interest in the issued equity securities of
Healthology declined to approximately 15%. Despite this lower ownership
interest, the Company continues to exercise influence on the operations of
Healthology, primarily by virtue of the contractual right to maintain two seats
on Healthology's seven-member Board of Directors. Accordingly, the Company has
continued to apply the equity method of accounting for its investment in
Healthology following the Omnicom investment.

In connection with the third party investment in Healthology, the Company
granted Healthology a put option which 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% as
a result of the purchase of these shares.

The Company's shares of Healthology Preferred Stock have certain super-majority
voting rights for the election of directors. In general, until December 31,
2001, the Company is 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"). In order to maintain the
Super-Voting Right, the Company must also exercise its preemptive rights on
future issuances of securities by Healthology. In addition, the Company or its
permitted transferees must retain its current stock in Healthology.

Presented below is selected financial information derived from the financial
statements of Healthology for the year ended December 31, 2000 and 1999 which
have been audited by other auditors.

                                          Year Ended
                                         December 31,
                            ---------------------------------------
                                    2000              1999
                                   ------            ------

  Net revenues                 $   1,161,300       $   962,148
  Gross (loss) profit             (1,106,526)          128,065
  Net loss                        (5,235,385)         (879,169)
  Current assets                   4,450,184           308,858
  Non-current assets               1,449,482           425,417
  Current liabilities              1,239,272           412,158
  Non-current liabilities      $      88,663       $    10,325


                                       F-14
<PAGE>

At December 31, 2000, the carrying value of the Company's investment in
Healthology exceeded the Company's equity in the underlying net assets of
Healthology by approximately $1,700,000. The Company's consolidated results of
operations for the year ended December 31, 2000 include its proportionate share
of Healthology's net loss of $788,343 and amortization of the Company's net
excess investment over its equity in Healthology of $386,668. The aggregate of
these amounts, $1,175,011, for the year ended December 31, 2000, is included in
the accompanying Statements of Operations as Equity in Loss of Healthology.


The other auditor's opinion on the audited financial statements of Healthology
as of and for the year ended December 31, 2000 contains a going concern
explanatory paragraph. As shown above, Healthology sustained a net loss of
$5,235,385 for the year ended December 31, 2000. Healthology's plans include
raising additional equity or debt financing in the upcoming year, investigating
the possibility of merger or joint venture arrangements to obtain additional
sources of funds, and scaling back operations. However, there can be no
assurances that any of these plans can be successfully executed. In such an
event, the value of the Company's investment in Healthology could be materially
impaired or eliminated, which in turn, could have a material adverse effect on
the Company's financial position and operations. The Company's investment in
Healthology is illiquid in nature and cannot be readily sold.


A Company director is a principal in an investment-banking firm that provided
services to the Company relating to the Healthology acquisition and subsequently
advised Healthology on the additional equity investment by a third party.

4.  Funding Commitment

In connection with the Funding Commitment, through December 31, 2000, the
Majority Stockholder contributed $6,500,000 to the Company. Of this amount,
approximately $3,544,000 was to fund the investment in Healthology and related
transaction expenses, and $2,956,000 was to fund operating expenses. In
consideration of these contributions, the Company has issued 1,238,094 shares of
the Company's Class A Common Stock at a purchase price of $5.25 per share.

As of December 31, 2000, an additional $3,500,000 (the "Additional Funds") was
available to the Company pursuant to the Funding Commitment. However, on
February 5, 2001, $1,000,000 of the Additional Funds was used to purchase
800,000 shares of Healthology common stock. 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 666,668 shares when the remaining
$3,500,000 is contributed).


                                       F-15
<PAGE>

5. Investment in Camber Companies, LLC

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.

6.  Property and Equipment

     Property and equipment consists of the following:

                                                    December 31,
                                             2000                 1999
                                     -------------------------------------------

     Leasehold improvements               $   17,842            $  17,842
     Equipment and software                   59,100               49,238
     Furniture and fixtures                   95,732              123,049
                                     -------------------------------------------
                                             172,674              190,129
     Less accumulated depreciation            44,063               20,931
                                     -------------------------------------------
                                          $  128,611             $169,198
                                     ===========================================

7.       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. It is expected that all of these
cases will be reinstated in the future. The Company is presently unable to
determine what, if any, impact these cases could have upon the Company.

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.

Employment Contracts

The Company has entered into employment contracts with certain key executives.
These contracts are generally for initial periods of up to three years and
include base salary plus bonuses. Employment may be terminated by the Company or
the employee under certain conditions. In addition, the contracts contain
provisions for changes in control, severance and benefits, and non-compete
requirements.


                                       F-16
<PAGE>

8. 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, 2000, 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:


              Year Ending December 31,
              2001                                           $  42,000
              2002                                              42,000
              2003                                              42,000
              2004                                              31,000
                                                       -------------------
              Total                                           $157,000
                                                       ===================

Rent expense under operating leases was $60,933 and $16,150 for the years ended
December 31, 2000 and 1999, 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.

One of the Company's 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, 2000 and 1999, the Company has paid fees and expenses of
$53,386 and $465,923 and issued 150,000 and 300,000 shares of Class A Common
Stock during the years ended December 31, 2000 and 1999, 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 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 $71,970 and $205,530 for the years ended December 31,
2000 and 1999, respectively. In addition, during the first quarter of 1999 the
Company forgave a $133,000 (including accrued interest) note which was due from
this same director.

9. Stock Based Compensation

Options may be granted to Company employees, directors and consultants under
various stock option plans. All options granted under the plans through December
31, 2000 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,
2000, the Company had reserved 6,875,000 shares of Class A common stock for
possible future issuance under its stock option plans. The options exercised
during 1999 were exercised prior to the reverse acquisition described in Note 1.
Option activity under the Company's plans is summarized below:

                                       F-17
<PAGE>

<TABLE>
<CAPTION>

                                                            2000                                 1999
                                                 --------------------------------------------------------------------
                                                               Weighted Average                      Weighted Average
                                                   Shares       Exercise Price          Shares        Exercise Price
                                                 --------------------------------------------------------------------
<S>                                                <C>                <C>               <C>                 <C>
Outstanding at beginning of year                   1,700,000          $1.73             1,780,000           $1.72
Options granted                                    1,200,000           3.00                     -               -
Options forfeited                                   (375,000)          3.00                     -               -
Options exercised                                          -             -                (80,000)          $1.38
                                                 --------------------------------------------------------------------
Outstanding at end of year                         2,525,000          $2.15             1,700,000           $1.73
                                                 ====================================================================

Options exercisable at year-end                    1,975,000          $2.15             1,700,000           $1.73
                                                 --------------------------------------------------------------------
Shares available for future grant                  6,875,000                            4,700,000
                                                 --------------------------------------------------------------------
</TABLE>


The following table summarizes information about stock options outstanding at
December 31, 2000.
<TABLE>
<CAPTION>

                                   Stock Options Outstanding                  Stock Options Exercisable
                       -------------------------------------------------- -----------------------------------
                                          Weighted
                                          Average           Weighted                            Weighted
                       Number of         Remaining          Average          Number of          Average
Exercise Price         Options        Contractual Life   Exercise Price       Options        Exercise Price
---------------------- -------------- ----------------- ----------------- ----------------- -----------------
<S>     <C>                <C>              <C>                     <C>          <C>                    <C>
        $1.00                 40,000        5.6                    $1.00            40,000             $1.00

        $1.75              1,660,000        4.7                     1.75         1,660,000              1.75

        $3.00                825,000        9.2                     3.00           275,000              3.00
                       --------------                                     -----------------
$1.00 - $3.00              2,525,000        6.2                    $2.15         1,975,000              1.90
                       ==============                                     =================
</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% and 7% for 2000 and 1999,
respectively, no expected dividends, weighted average expected life of 5 and 8
years for 2000 and 1999, respectively, and volatility of 1.17 and .73 for 2000
and 1999, respectively.

                                       F-18
<PAGE>

The Company applies APB 25 and related interpretations in accounting for stock
options granted to employees. Had compensation cost been recognized consistent
with SFAS 123, the Company's net loss, loss attributable to common stockholders
and net loss per common share attributable to common stockholders would have
been reduced to the pro forma amounts indicated below
<TABLE>
<CAPTION>

                                                      Year ended December 31,
                                                     2000                 1999
                                                    ---------------------------

<S>                                                 <C>           <C>
Pro-forma net loss                                  $(4,020,578)  $(14,442,794)
Pro-forma loss attributable to common stockholders   (4,237,578)   (14,509,294)
Pro-forma loss per common share                     $     (0.13)  $      (0.65)
</TABLE>

10. Loss Per Share

Options were not included in the computation of loss per share for the years
ended December 31, 2000 and 1999 because their effect would have been
anti-dilutive.


Numerator:                                                2000          1999
                                                          ----          ----

    Net loss form continuing operations               $(3,149,130) $   (777,588)

    Dividends (undeclared) on cumulative
    preferred stock                                      (217,000)      (66,500)
                                                      -------------------------
    Numerator for basic and diluted loss per share
    - loss attributable to common stockholders from
    continuing operations                             $(3,366,130) $   (844,088)

                                                      ==========================


    Net loss from discontinued operations             $         -  $(13,665,206)
                                                      --------------------------
    Numerator for basic and diluted loss per share
    - loss attributable to common stockholders
    from discontinued operations                      $         -  $(13,665,206)
                                                      ==========================

                                       F-19
<PAGE>

Denominator:

    Denominator for basic and diluted loss per share;
    Weighted average shares                             32,742,224   22,300,143
                                                      ==========================
    Basic and diluted loss per share from
    continuing operations                                   $(0.10)      $(0.04)

    Basic and diluted loss per share from
    discontinued operations                                      -        (0.61)
                                                      --------------------------
    Basic and diluted loss per share                        $(0.10)      $(0.65)
                                                      ==========================


11. Preferred Stock

The Certificate of Incorporation of the Company, as amended, authorizes the
issuance of 25,000,000 shares of Preferred Stock, $.001 par value, of which
2,500 shares have been designated as Series B 10% Cumulative Preferred Stock,
$.001 par value, (the "Series B Preferred Stock"). The Series B Preferred Stock
is nonvoting and nonconvertible. Dividends on the Series B Preferred Stock are
cumulative and accrue at a rate of 10% per annum on the preferred stock's stated
value of $1,000 per share and must be paid before any dividends may be paid on
any other class of common or preferred stock. No other class of common or
preferred stock may be redeemed or repurchased nor may the Series B Preferred
Stock be altered or modified without the approval of the holders of the Series B
Preferred Stock. Effective November 15, 1999, the Company issued, 2,170 shares
of the Series B Preferred Stock to the majority shareholder in exchange for
$2,170,000, which had previously been contributed to the Company. At December
31, 2000, dividends of $283,500 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-20
<PAGE>

12.      Subscribed Class A Common Stock

Through December 31, 2000, the Company had received $6,500,000 of the Funding
Commitment, including $3,500,000 which was received on March 24, 2000 and was
used primarily to fund the Healthology acquisition. In consideration for these
contributions, the Company issued its majority stockholder 1,238,094 shares of
the Company's Class A Common Stock at a price of $5.25 per share.

Additionally, in furtherance of the Funding Commitment, the Company's majority
stockholder may also contribute up to an additional $3,500,000 to the Company.
At such time as the Company's majority stockholder contributes such additional
funds (or a portion thereof) to the Company, if at all, the Company will issue
such stockholder up to an additional 666,668 shares of the Company's Class A
Common Stock at $5.25 per share, or such lesser number of shares based upon the
actual amount of additional funds contributed. Effective February 5, 2001, the
Company's majority shareholder contributed an additional $1,000,000 pursuant to
the Funding Commitment, in exchange for 190,476 shares of the Company's Class A
Common Stock. These funds were used to acquire additional shares of Healthology
as described in Notes 3 and 4 herein.

13.  Income Taxes

The Company accounts for income taxes under SFAS 109. Under SFAS 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:

                                                  Year ended December 31
                                                  2000              1999
                                            ------------------------------------

         Deferred tax assets:
         Net operating loss carryforwards         $1,565,171      $   822,457
         Accruals                                     66,791                -
         Tax credits                                       -          193,334
         Stock based compensation                     29,991           29,991
         Other                                        (4,210)           5,661
                                            ------------------------------------
         Deferred tax assets                       1,657,743        1,051,443
         Less valuation allowance                 (1,657,743)      (1,051,443)
                                            ------------------------------------
         Net deferred tax assets            $             -  $             -
                                            ====================================

                                       F-21
<PAGE>

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

                                                           2000            1999
                                                          ------          ------
    U.S. Federal Statutory rate                            34.00%         34.00%
    State income taxes, net of federal benefit              3.63           3.63
    Change in valuation allowance                         (19.25)         (3.00)
    Operating losses of discontinued operations                 -        (38.65)
    Gain on disposition of discontinued operations              -          3.05
    Non-deductible items                                  (13.97)          (.07)
    Other                                                  (4.41)          1.04
                                                     -------------- ------------
                                                            0.00%          0.00%
                                                     ============== ============

SFAS 109 requires a valuation allowance to reduce the deferred tax assets
reported if, based on the weight of the evidence, it is more likely than not
that some portion or all of the deferred tax assets will not be realized. After
consideration of the evidence, both positive and negative, management has
determined that a $1,657,743 valuation allowance at December 31, 2000 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 $606,300. At December 31, 2000, the Company has available net operating loss
carryforwards of approximately $4,159,371 of which approximately $1,100,000
expire from 2010 to 2012 with the remainder expiring during 2019 and 2020.


14. 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.


15. Subsequent Event

On February 7, 2001, the Company purchased 200,000 shares of VisualPlex Corp.
Common Stock and 240 shares of VisualPlex Corp. Class A Preferred Stock for
$253,367.

                                       F-22
<PAGE>
                                 EXHIBIT INDEX
EXHIBIT                     DESCRIPTION

2.1    Agreement  and Plan of Merger dated as of  September  30,  1999,  by
       and among OH, Inc., Le@P Technology, Inc., Oakridge Outpatient
       Center, Inc., and OH Acquisitions Corp. (1)

2.2    Articles of Merger of OH Acquisition Corp. into OH, Inc., filed
       September 30, 1999. (1)

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. (4)

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.

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

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)

                                       F-23
<PAGE>

10.5   Business Combination Agreement dated October 9, 1998, by and among
       Kohlberg & Company, LLC, Camber Companies, LLC, Monsanto Company, Le@P
       Technology, Inc. and Primary Care Medical Centers of America, Inc. (11)

10.6   General Assignment dated as of October 8, 1998, from Primary Care Medical
       Centers of America, Inc. to Camber Companies, LLC. (11)

10.7   Assumption Agreement dated as of October 9, 1998 from Camber Companies,
       LLC to Monsanto Company. (11)

10.8   Agreement and Plan of Exchange between Le@P Technology, Inc. and
       OH, Inc., a Florida corporation, dated December 21, 1998. (1)

10.9   Securities Exchange Agreement dated April 2, 1999, by and between
       Le@P Technology, Inc. and M. Lee Pearce, MD, who as of April 2, 1999 was
       the holder of all of the outstanding shares of common stock of
       OH, Inc. (4)

10.10  Stock Purchase Agreement dated as of December 21, 1998 between First
       Magnum Corporation, Thomas M. Ferguson and Lauderdale Holdings, Inc. (4)

21     Subsidiaries of the Registrant.

27     Financial Data Statement
-------------------
(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 April 19, 1999.
(5)      Incorporated by reference from an exhibit to the Company's Quarterly
         Report on Form 10-QSB (File No. 000-05667) for the quarter ended
         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, 1998, as filed April 1, 1999, as amended April 30, 1999.

                                      F-24
<PAGE>