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

                                   FORM 10-KSB

(Mark One)

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

for the fiscal year ended December 31, 2002

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

For the transition period from ___________________ to __________________

                         Commission file number: 0-5667

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

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

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

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

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

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


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

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

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

The aggregate market value of the common equity held by non-affiliates as of
March 17, 2003 was approximately $28 thousand based on the $ 0.015 closing bid
price for the common stock quoted on the OTC Bulletin Board on such date. For
purposes of this computation, all executive officers and directors of the
registrant have been deemed to be affiliates. Such determination should not be
deemed to be an admission that such directors and officers are, in fact,
affiliates of the registrant.

The number of shares of Class A Common Stock of the issuer outstanding as of
March 17, 2003 was 33,681,203. The number of shares of Class B Common Stock of
the issuer outstanding as of March 17, 2003 was 25,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the issuer Proxy Statement for its Annual Meeting of
Stockholders pursuant to Regulation 14A of the Securities Exchange Act of 1934,
which will be filed with the Commission subsequent to the date hereof, are
incorporated by reference into Part III of this Form 10-KSB.

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


                                       1
<PAGE>

                               FORM 10-KSB INDEX
<TABLE>
<CAPTION>

                                                                                                          PAGE
GENERAL

<S>                                                                                                        <C>
PART I     .......................................................................................          3

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

ITEM 2.    DESCRIPTION OF PROPERTY................................................................          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...................................................................          13

ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE...          13


PART III   .......................................................................................          14

ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
           SECTION 16 (a) OF THE EXCHANGE ACT.....................................................          14

ITEM 10.   EXECUTIVE COMPENSATION.................................................................          14

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT AND RELATED STOCKHOLDER MATTERS.............................................          14

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.........................................          14


ITEM 13.   EXHIBITS AND REPORTS ON
           FORM 8-K...............................................................................          14

ITEM 14.   CONTROLS AND PROCEDURES
</TABLE>


                                       2
<PAGE>

PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Business

After an ongoing reevaluation by management and the Board of Directors of Le@P
Technology, Inc.'s ("Le@P" or the "Company") operating strategy, and in light of
difficulties associated with investment in emerging companies and the
significant decline in market value or failure of many of such companies, on
September 26, 2002, the Board of Directors determined to cease for the
foreseeable future investigating or consummating further investment and
acquisition opportunities.Emerging companies into which the Company had invested
in the past are sometimes referred to herein as "Partner Companies." The Company
had previously announced that it was not actively seeking such investment and
acquisition opportunities and that it had reduced its staff and management to a
total of two employees. In connection with such cessation of activities, the
Company negotiated a severance agreement with Robert G. Tancredi, M.D., the
Company's President and Chief Executive Officer, whereby his services ended
effective September 30, 2002. Dr. Tancredi's employment agreement had otherwise
been scheduled to expire in March 2003, subject to certain severance or renewal
requirements. In connection with the severance agreement, the Company agreed to
pay Dr. Tancredi $150,000 payable over an eighteen month period and each of the
parties otherwise released the other of all other obligations and claims.

Notwithstanding the cessation of active operations, the Company may from time to
time consider investment or acquisition opportunities which otherwise come to
the attention of the Board. The ability of the Company to ultimately pursue any
such investment or acquisition opportunities will be dependent upon, among other
things, its ability to obtain financing for such activities.

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

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

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

The only significant noncurrent asset of the Company is its ownership of certain
land and buildings in Broward County, Florida. The land and buildings are zoned
light industrial and consist of approximately one and one-third acres and three
structures that collectively consist of approximately 8,200 square feet. The
structures are presently unoccupied and in need of repair. The Company is
currently seeking to lease one or more of the structures on an "as is" basis
and may, subject to obtaining financing, seek to repair one or more of such
structures.

Competition

Le@P historically operated 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 Partner Companies operated are characterized by rapid technological
change, frequent new product and service introductions and evolving industry
standards. Competitors included a wide variety of companies and organizations,
many with greater financial and technical resources than the Partner Companies
and Le@P. Competitors for acquisition or investment included public and private
venture capital firms, mutual funds and private individuals.


                                       3
<PAGE>

Investment in Healthology

Le@P's first healthcare information technology investment was completed in March
2000, with the purchase of a 21% interest in Healthology, Inc. ("Healthology"),
a privately held, health-media company. Le@P purchased approximately 3.2 million
shares of the Series A Convertible Voting Preferred Stock ("Healthology
Preferred Stock") of Healthology (the "Healthology Transaction") for $3.2
million in cash, (plus approximately $300,000 of related costs) then
representing an approximate 21% interest in the issued shares of Healthology.

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

The audited financial statements of Healthology for December 31, 2000 contained
a going concern explanatory paragraph and its financial statements for December
31, 2001 reflected a net loss of approximately $5.0 million. Healthology's plans
for the year ending December 31, 2001, included raising additional equity or
debt financing, investigating the possibility of merger or joint venture
arrangements to obtain additional sources of funds, and scaling back operations.
Healthology was unsuccessful during 2001 in such endeavors to obtain financing
and continues to experience significant losses. Healthology reduced its expenses
and made other efforts to reduce losses to sustain its operations. The Company
does not believe that these efforts, as well as attempts to raise additional
capital, were successful. A failure in this regard would have a material adverse
effect on Healthology. As a result of these factors, the Company believed its
investment in Healthology was materially impaired and further reduced the value
of its investment from $1,604,358 to $250,000 in September 2001. The Company
recognized additional amounts related to its proportionate share of
Healthology's losses that further reduced this investment to approximately
$120,000 at December 31, 2001. During 2002, Healthology was unsuccessful in its
endeavors to form a merger or joint venture arrangement, and suffered continued
losses amounting to approximately $988,000. As a result, the Company wrote-off
the remaining investment in the quarter ended December 31, 2002. The write-off
is included in the accompanying consolidated statement of operations for
December 31, 2002.

Investment in Camber

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

During 2001, the Company concluded that the carrying value of its investment in
Camber was impaired and wrote-off $1,815,245 of this investment. The amount of
the impairment was determined by taking the difference between the fair value of
the Company's interest in Camber and the carrying value of the investment as
recorded by the Company. In determining fair value, the Company considered the
results of a valuation of Camber by an independent third-party. Camber has been
unsuccessful in raising additional capital, and the Company concluded that the
carrying value of its investment in Camber was impaired and wrote-off the
remaining investment carrying value of $30,000 during the quarter ended March
31, 2002. In July 2002, Camber ceased operations. The write-off is included in
the accompanying consolidated statement of operations for December 31, 2002.

Investment in VisualPlex

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

During the quarter ended June 30, 2001, VisualPlex ceased operations and the
Company concluded that the carrying value of its investment in VisualPlex Corp.
was impaired and wrote-off its total investment of $253,367.

Investment in Real Property
                                       4
<PAGE>

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

The Real Property is zoned light industrial and consists of approximately one
and one-third acres and three structures that collectively consist of
approximately 8,200 square feet. The structures are presently unoccupied and in
need of repair. The Company is currently seeking to lease one or more of the
structures on an "as is" basis and may, subject to obtaining financing, seek to
repair one or more of such structures.

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

Investment Company Act Considerations

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

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

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

History of Le@P Technology, Inc.

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

At the Annual Meeting of Stockholders held on May 14, 1997, the Company's state
of incorporation was changed from Nevada to Delaware as a result of the merger
of the Company into its wholly-owned subsidiary, Seal Holdings Corporation, a
Delaware corporation. At the Annual Meeting of Stockholders held on July 5,
2000, the Company's name was changed to Le@P Technology, Inc.


                                       5
<PAGE>

Employees

Le@P currently has one full-time employee.


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

Investment in Real Property

Effective September 28, 2001, the Majority Stockholder sold land and buildings
(the "Real Property") in Broward County, Florida to the Company in exchange for
notes payable. The purchase price for the Real Property was determined by an
independent third-party appraisal. The notes payable consist of a short-term
promissory note in the amount of $37,500 due and paid in November 2001 and a
longer-term note and mortgage in the amount of $562,500 due in one lump sum on
September 28, 2006, and bearing interest at the rate of 7% per annum. All
accrued but unpaid interest on the long-term note is due September 28, 2004 with
regular monthly interest payments to be made thereafter.

The Real Property is zoned light industrial and consists of approximately one
and one-third acres and three structures that collectively consist of
approximately 8,200 square feet. The Company is currently seeking to lease one
or more of the structures on an "as is" basis and may, subject to obtaining
financing, seek to repair one or more of such structures.

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.

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


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

No matter was submitted to a vote of security holders during the fourth quarter
of the year ended December 31, 2002.


                                       7
<PAGE>

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


The Company's Class A Common Stock is traded on the OTC Bulletin Board
("OTCBB"), under the symbol LPTC. The following table sets forth the range of
high and low bid prices per share of the Company's Class A Common Stock for each
of the quarters during the years ended December 31, 2001 and 2002, 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
                  ------------            ----           ---
                  2001
                     First Quarter      $   1.25      $    .81
                     Second Quarter          .75           .38
                     Third Quarter           .62           .41
                     Fourth Quarter          .51           .31

                  2002
                     First Quarter           .45           .22
                     Second Quarter          .19           .05
                     Third Quarter           .04           .03
                     Fourth Quarter          .03           .01


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

Holders

The number of stockholders of record as of March 17, 2003, was 727 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.

Equity Compensation Plan Information

<TABLE>
<CAPTION>
------------------------------- ---------------------------- ---------------------------- ----------------------------
Plan Category                   Number of securities to be   Weighted average exercise    Number of securities
                                issued upon exercise of      price of outstanding         remaining available for
                                outstanding options,         options, warrants and        future issuance
                                warrants and rights          rights
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                             <C>                          <C>                          <C>
Equity compensation plans       1,897,500                    $1.79                        3,147,500
approved by security holders
------------------------------- ---------------------------- ---------------------------- ----------------------------
Equity compensation plans not
approved by security holders     500,000                       .50                               --
------------------------------- ---------------------------- ---------------------------- ----------------------------
TOTAL                           1,897,500                    $1.55                        3,147,500
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

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


                                       8
<PAGE>

ITEM 6.  MANAGEMENT'S PLAN OF OPERATION

Business Strategy

After an ongoing reevaluation by management and the Board of Directors of Le@P
Technology, Inc.'s ("Le@P" or the "Company") operating strategy, and in light of
difficulties associated with investment in emerging companies and the
significant decline in market value or failure of many of such companies, on
September 26, 2002, the Board of Directors determined to cease for the
foreseeable future investigating or consummating further investment and
acquisition opportunities. The Company had previously announced that it was not
actively seeking such investment and acquisition opportunities and that it had
reduced its staff and management to a total of two employees. In connection with
such cessation of activities, the Company negotiated a severance agreement with
Robert G. Tancredi, M.D., the Company's President and Chief Executive Officer,
whereby his services ended effective September 30, 2002. Dr. Tancredi's
employment agreement had otherwise been scheduled to expire in March 2003,
subject to certain severance or renewal requirements. In connection with the
severance agreement, the Company agreed to pay Dr. Tancredi $150,000 payable
over an eighteen month period and each of the parties otherwise released the
other of all other obligations and claims.

Notwithstanding the cessation of active operations, the Company may from time to
time consider investment or acquisition opportunities which otherwise come to
the attention of the Board. The ability of the Company to ultimately pursue any
such investment or acquisition opportunities will be dependent upon, among other
things, its ability to obtain financing for such activities.

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

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

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

The only significant noncurrent asset of the Company is its ownership of certain
land and buildings in Broward County, Florida. The land and buildings are zoned
light industrial and consist of approximately one and one-third acres and three
structures that collectively consist of approximately 8,200 square feet. The
structures are presently


                                       9
<PAGE>

unoccupied and in need of repair. The Company is currently seeking to lease one
or more of the structures on an "as is" basis and may, subject to obtaining
financing, seek to repair one or more of such structures.

Company Liquidity and Cash Requirements

The Company will need to raise significant capital in order to pursue any
acquisition and in order to make further investments in Partner Companies. The
Company will also need to obtain additional financing in order to fund its
normal operating expenses. Since the fourth quarter of 1999, the Company has
funded its operations and its investments in its Partner Companies through
proceeds from its Majority Stockholder pursuant to the Funding Commitment
described in Note 5 of the Company's December 31, 2002 consolidated financial
statements included in Part II, Item 7 of this Form 10-KSB and certain other
working capital loans. Through December 31, 2002, the Company had received
approximately $8.5 million of the Funding Commitment. Although, given the
cessation of active operations the Company anticipates that the Funding
Commitment of its Majority Stockholder will be sufficient to cover operating
expenses through 2003, the Company will be required to raise additional capital
in order to make any investments or acquisitions or engage in any other business
activity.

During the fourth quarter of 2002, the Company consolidated working capital
loans received from the Majority Stockholder during 2001 and 2002. A promissory
note in the amount of $1,755,711 was issued, representing the then aggregate
amount of principal and interest on the loans. The new note bears interest at
the prime rate. Principal and interest on the loan is due and payable in one
lump sum on January 15, 2004. In addition, the Company borrowed $65,000 and
$75,000, respectively, on January 30, 2003 and March 14, 2003 from the Majority
Stockholders. These new notes also mature on January 15, 2004 and bear interest
at the prime rate.

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

Changes in Financial Condition and Results of Operations

The discussion below relates to material changes in financial condition during
the year ended December 31, 2002 compared with December 31, 2001 and to material
changes in results of operations when comparing the years ended December 31,
2002 to December 31, 2001. All amounts in the discussion below are approximate.

Financial Condition at December 31, 2002 Compared to December 31, 2001

Total assets decreased during the year ended December 31, 2002 by approximately
$333,000 to approximately $753,000. The decrease in total assets is primarily a
result of the write-off of the Company's investments in Healthology, Inc. of
approximately $116,000, the investment in Camber of $30,000, and expensing the
acquisition costs of an abandoned investment in the amount of approximately
$98,000. In addition, due from related party decreased by $72,000 as a result of
the Company collecting amounts due. Property and equipment decreased
approximately $46,000 as a result of depreciation and the sale of office
equipment and furniture.

Total liabilities increased during the year ended December 31, 2002 by
approximately $1.4 million to approximately $2.7 million. The increase in
liabilities is primarily a result of additional working capital loans from the
Majority Stockholder and accrued interest of approximately $1.5 million.

Results of Operations for the Year Ended December 31, 2002 Compared to the Year
Ended December 31, 2001

Excluding the write-off's of certain Company's investments which are discussed
above, operating expenses for the year ended December 31, 2002 decreased by
approximately $278,000 from the year ended December 31, 2001. The decrease is
primarily due to the reduction in professional fees of approximately $228,000.


                                       10
<PAGE>

Net loss for 2002 decreased by approximately $5.2 million over the comparable
2001 period, primarily due to the write-off of the Company's investments in
VisualPlex ($253,000), Healthology ($1.4 million), and Camber ($1.8 million) in
2001, and partially effected by the aggregate write-offs of the remaining
carrying values of these investments of $146,000 in 2002. In addition, the
Company accounted for the investment in Healthology under the equity method for
part of 2001 and recorded its equity in the loss of Healthology of approximately
$1.9 million in 2001. During 2002, the Company accounted for its investment in
Healthology under the cost method.

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 (Unaudited)                         Year Ended
                                      ----------------------------------------------------------------
                                      Dec. 31, 2001   Sep. 30, 2001     June 30, 2001    Mar. 31, 2001     Dec. 31, 2001
                                      -------------   -------------     -------------    -------------     -------------
<S>                                     <C>           <C>                <C>              <C>             <C>
Healthology net loss                    $ (553,000)   $ (1,069,000)      $(1,071,000)     $(2,300,000)    $  (4,993,000)
                                      ==================================================================================

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

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

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

During 2001, the Company's equity in the loss of Healthology included
amortization of the amount by which the Company's carrying value exceeded its
share of the underlying net assets of Healthology. Such amount has been
amortized on a straight-line basis over five years as an adjustment to the
Company's share of Healthology's net income or loss. During 2002, the Company no
longer had the ability to exert significant influence over Healthology and began
accounting for this investment under the cost method.

Generally, pursuant to the equity method of accounting, when a Company's
ownership interest in an investee drops below 20%, the equity method of
accounting is no longer applicable and the Company uses the cost method of
accounting. Under the cost method, investments are stated at the lower of cost
or net realizable value and no charge is recorded for the Company's equity in
income or loss of the investee. Since March 1, 2001, the Company's interest in
the issued equity securities of Healthology has been approximately 18%. Despite
this lower ownership interest, the Company had continued to exercise significant
influence over the operations of Healthology through December 31, 2001,
primarily by virtue of the Company's contractual right to maintain two seats on
Healthology's Board of Directors and a certain "Super-Voting Right" with regard
to the election of directors (which right expired on December 31, 2001).
Accordingly, as discussed above, during 2002 the Company accounted for its
investment in Healthology under the cost method. In addition, Healthology was
unsuccessful in its endeavors to form a merger or joint venture arrangement, and
suffered continued losses amounting to approximately $988,000. As a result, the
Company wrote-off the remaining investment in the quarter ended December 31,
2002. The write-off is included in the accompanying consolidated statement of
operations for December 31, 2002.

Critical Accounting Estimates

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

Accounting for the Impairment or Disposal of Long-Lived Assets

In October 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." FASB Statement No. 144 addresses
significant issues relating to the implementation of FASB Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," and develops a single accounting model, based on the framework
established in FASB Statement No. 121 for long-lived assets to be disposed of by
sale, whether such assets are or are not deemed to be a business. FASB Statement
No. 144 also modifies the accounting and disclosure rules for discontinued
operations. The standard was adopted on January 1, 2002, and did not have a
material impact on the Company's Consolidated Financial Statements.

Off-Balance Sheet Arrangements

As of December 31, 2002, the Company did not have any material off-balance sheet
arrangements that have or are reasonably likely to have a material effect on the
current or future financial condition, revenue or expenses results of
operations, liquidity, or capital resources.

Forward Looking Information
                                       11
<PAGE>

In the discussion above (and elsewhere in this report) regarding the Company's
business, any statement of its future expectations, including without
limitation, future revenues and earnings (losses), plans and objectives for
future operations, future agreements, future economic performance or expected
operational developments and all other statements regarding the future are
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as
amended, and as that term is defined in the Private Securities Litigation Reform
Act of 1995. The Company intends that the forward-looking statements be subject
to the safe harbors created thereby. These forward-looking statements are based
on the Company's strategic plans and involve risks and uncertainties that may
cause actual results to differ materially from the forward-looking statements.
Factors, risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements herein include (the
"Cautionary Statements"), without limitation the items listed below. Based on
the nature of the Company's operations, these factors, risks and uncertainties
relate not only to the Company, but also to Partner Companies.

*     The ability to raise capital,

*     The ability to execute business strategy in a very competitive
      environment,

*     The degree of financial leverage,

*     The ability to control future operating and other expenses,

*     Risks associated with the capital markets and investment climate for
      Internet, technology and healthcare businesses,

*     Risks associated with acquisitions and the integration thereof,

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

*     Risks associated with providing services over the Internet,

*     Healthcare regulatory considerations and risks,

*     Regulatory considerations under the Investment Company Act of 1940,

*     Contingent liabilities,

*     The impact of competitive services and pricing, and

*     Other risks referenced from time to time in the Company's filings with the
      Securities and Exchange Commission.

All subsequent written and oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the Cautionary Statements. The Company does not undertake any
obligations to release publicly any revisions to such forward-looking statements
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.


                                       12
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

Independent Auditors' Report for 2002

Report of Independent Certified Public Accountants for 2001

Consolidated Balance Sheets as of December 31, 2002 and 2001

Consolidated Statements of Operations for the years ended December 31, 2002 and
2001

Consolidated Statements of Shareholders' Deficit for the years ended December
31, 2002 and 2001

Consolidated Statements of Cash Flows for the years ended December 31, 2002 and
2001

Notes to Consolidated Financial Statements

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

         A change in the Company's independent auditors was previously reported
         by the Company on a Form 8-K filed on May 3, 2002.




                       THIS SPACE INTENTIONALLY LEFT BLANK


                                       13
<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 2003 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 2003 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 2003 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 2003 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-KSB.

(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



                                       14
<PAGE>

  EXHIBIT                          DESCRIPTION

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

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

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

3.1.4       Certificate of Designation, Preferences, Rights and Limitations of
            10% Cumulative Non-Voting Series B Preferred Stock of Le@P
            Technology, Inc., dated November 15, 1999. (5)

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

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

4.3         Investors' Rights Agreement between Healthology, Inc. and Le@P
            Technology, Inc. dated March 1, 2000. (7)

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

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

4.6         First Amended and Restated Stockholders' Agreement between
            Healthology, Inc., Le@P Technology, Inc., and Communicade, Inc. and
            certain other existing stockholders of Healthology, Inc. dated
            August 1, 2000. (6)

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

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

10.2        Subscription Agreement dated March 30, 2000, with M. Lee Pearce,
            M.D. (11)

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

10.4.1      1999 Long Term Incentive Plan. (8)

10.4.2      1998 Incentive Option Plan. (9)

10.4.3      1997 Incentive Option Plan. (2)

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


                                       15
<PAGE>

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

10.12       Commercial Contract and Addendum relating to the purchase and sale
            of real property between Bay Colony Associates Limited and Le@P
            Technology, Inc., as agent for Parkson Property LLC, dated as of
            September 28, 2001 (12)

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

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

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

10.16       Termination agreement dated September 30, 2002, relating to the
            termination of the Executive Employment Agreement of Chief Executive
            Officer.(13)

10.17       Promissory Note dated November 5, 2002, in the principal amount of
            $1,755,710.65, issued to the M. L. Pearce 1998 Irrevocable Trust,
            replacing certain promissory notes issued in 2001 and 2002. (14)

10.18       Promissory Note dated January 30, 2003, in the principal amount of
            $65,000 issue to the M. Lee Pearce 1998 Irrevocable Trust.

10.19       Promissory Note dated March 14, 2003, in the principal amount of
            $75,000 issue to the M. Lee Pearce 1998 Irrevocable Trust.

21          Subsidiaries of the Registrant.

99          Certification of Periodic Financial Report Pursuant to 18 U.S.C.
            Section 1350

-------------------
(1)   Incorporated by reference from an exhibit to the Company's Current Report
      on Form 8-K (File No. 000-05667), as filed October 15, 1999.

(2)   Incorporated by reference from an exhibit to the Company's Proxy Statement
      for the Annual Meeting of Shareholders of Le@P Fleet, Inc. held May 14,
      1997, as filed April 11, 1997.

(3)   Incorporated by reference from an exhibit to the Company's Annual Report
      on Form 10-KSB (File No. 000-05667) for the fiscal year ended December 31,
      1999, as filed March 30, 2000.

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

(5)   Incorporated by reference from an exhibit to the Company's Quarterly
      Report on Form 10-QSB (File No. 000-05667) for the quarter ended September
      30, 1999, as filed November 15, 1999.

(6)   Incorporated by reference from an exhibit to the Company's Quarterly
      Report on Form 10-QSB (File No. 000-05667) for the quarter ended June 30,
      2000, as filed August 14, 2000.

(7)   Incorporated by reference from an exhibit to the Company's Current Report
      on Form 8-K (File No. 000-05667), as filed March 16, 2000.

                                       16
<PAGE>

(8)   Incorporated by reference from an exhibit to the Company's Proxy Statement
      for the Annual Meeting of Shareholders of Le@P Technology, Inc. held June
      17, 1999, as filed on June 4, 1999.

(9)   Incorporated by reference from an exhibit to the Company's Proxy Statement
      for the Annual Meeting of Shareholders of Le@P Technology, Inc. held June
      24, 1998, as filed on June 8, 1998.

(10)  Incorporated by reference from an exhibit to the Quarterly Report on Form
      10-QSB of Le@P Fleet, Inc. for the quarterly period ended March 31, 1997.

(11)  Incorporated by reference from an exhibit to the Company's Annual Report
      on Form 10-KSB (File No. 000-05699) for the fiscal year ended December 31,
      2000, as filed April 1, 1999, as amended April 30, 2000.

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

(13)  Incorporated by reference from an exhibit to the Company's Quarterly
      Report on Form 8-K (File No. 000-05667), as filed on September 30, 2002.

(14)  Incorporated by reference from an exhibit to the Company's Quarterly
      Report on Form 10-QSB (File No. 000-05667), as filed on November 14, 2002.

(b)   Reports on Form 8-K

      None

ITEM 14. CONTROLS AND PROCEDURES

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

The Acting Principal Executive Officer and the Acting Principal Financial
Officer of the Company (its principal executive officer and principal financial
officer, respectively) have concluded, based on their evaluation as of a date
within 90 days prior to the date of the filing of this Report, that the
Company's disclosure controls and procedures and internal controls and
procedures for financial reporting are effective to ensure that information
required to be disclosed by the Company in the reports filed or submitted by it
under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in the applicable
rules and forms, and included controls and procedures designed to ensure that
information required to be disclosed by the Company in such reports is
accumulated and communicated to the Company's management, including the Acting
Principal Executive Officer and the Acting Principal Financial Officer of the
Company, as appropriate to allow timely decisions regarding required
disclosures.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
such evaluation.


                                       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/ Timothy C. Lincoln
                                        ----------------------------------------
                                         Timothy C. Lincoln,
                                         Acting Principal Executive Officer


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

Dated: March 31, 2003



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

           SIGNATURE                      TITLE                       DATE

/s/ Timothy C. Lincoln          Acting Principal Executive       March 31, 2003
-----------------------------     Officer and Director
    Timothy C. Lincoln



/s/ M. Lee Pearce, MD           Chairman of the Board            March 31, 2003
-----------------------------     of Directors
M. Lee Pearce, MD


/s/ Jose B. Valle               Director                         March 31, 2003
-----------------------------
Jose B. Valle


/s/ Laurence Brody              Director                         March 31, 2003
-----------------------------
Laurence Brody


/s/ Robert G. Tancredi, M.D.    Director                         March 31, 2003
-----------------------------
Robert G. Tancredi, M.D.



<PAGE>

               CERTIFICATION OF ACTING PRINCIPAL EXECUTIVE OFFICER


I, Timothy C. Lincoln, certify that:

1.    I have reviewed this annual report on Form 10-KSB of Le@P Technology, Inc.

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-4 and 15d-14) for the registrant and
      have;

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;
      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this annual report (the "Evaluation Date"); and
      c)    presented in this annual report our conclusions about the
            effectiveness of disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

      a)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            recorded, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officer and I have indicated in this
      annual report whether there were significant changes in internal controls
      or in other factors that could significantly affect internal controls
      subsequent to the date of our most recent evaluation, including any
      corrective actions with regard to significant deficiencies and material
      weaknesses.

<PAGE>

Date:  March 28, 2003


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


<PAGE>

               CERTIFICATION OF ACTING PRINCIPAL FINANCIAL OFFICER


I, Mary E. Thomas, certify that:

1.    I have reviewed this annual report on Form 10-KSB of Le@P Technology, Inc.

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-4 and 15d-14) for the registrant and
      have;

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this annual report (the "Evaluation Date"); and

      c)    presented in this annual report our conclusions about the
            effectiveness of disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

      a)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            recorded, process, summarize and report financial data and have
            identified for the registrant's auditors and material weaknesses in
            internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officer and I have indicated in this
      annual report whether there were significant changes in internal controls
      or in other factors that could significantly affect internal controls
      subsequent to the date of our most recent evaluation, including any
      corrective actions with regard to significant deficiencies and material
      weaknesses.

<PAGE>

Date: March 28, 2003


/s/ Mary E. Thomas
Mary E. Thomas
Acting Principal Financial Officer


<PAGE>

                                   "Exhibit F"

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

Le@P Technology, Inc.                                                                              PAGE
                                                                                                   ----
<S>                                                                                                <C>
Independent Auditors' Report for 2002.....................................................         F-2

Report of  Independent Certified Public Accountants for 2001..............................         F-3

Consolidated Balance Sheets as of December 31, 2002 and 2001..............................         F-4

Consolidated Statements of Operations for the years ended December 31, 2002 and 2001 .....         F-6

Consolidated Statements of Shareholders' Deficit for the years ended
   December 31, 2002 and  2001............................................................         F-7

Consolidated Statements of Cash Flows for the years ended December 31, 2002 and 2001......         F-8

Notes to Consolidated Financial Statements................................................         F-9
</TABLE>


                                      F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying consolidated balance sheet of Le@P Technology,
Inc. and Subsidiaries as of December 31, 2002 and the related consolidated
statements of operations, shareholders' deficit, and cash flows for the year
ended December 31, 2002. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit 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 consolidated
financial statements are free of material misstatements. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Le@p
Technology, Inc. and Subsidiaries as of December 31, 2002, and the consolidated
results of their operations and their cash flows for the year ended December 31,
2002 in conformity with accounting principles generally accepted in the United
States of America.

/s/ Berkowitz Dick Pollack & Brant LLP

Fort Lauderdale, Florida

March 14, 2003



                                      F-2
<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 sheet of Le@P Technology,
Inc. and subsidiaries as of December 31, 2001 and the related consolidated
statements of operations, shareholders' deficit, and cash flows for the year
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 audit.

We conducted our audit 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 audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Le@P Technology,
Inc. and subsidiaries as of December 31, 2001, and the consolidated results of
their operations and their cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP

West Palm Beach, Florida
February 8, 2002



                                      F-3
<PAGE>

 Le@P Technology, Inc. and Subsidiaries

                           Consolidated Balance Sheets


                                                          December 31,
                                                      2002            2001
                                                  --------------------------
Assets
Current assets:
   Cash                                           $   68,911      $   26,509
   Due from related party                              2,563          74,563
   Prepaid expenses and other current assets          28,344          37,297
                                                  --------------------------
Total current assets                                  99,818         138,369

Investment in Healthology, Inc.                           --         115,625
Investment in Camber Companies, LLC                       --          30,000
Property and equipment, net                          652,358         698,802
Acquisition costs                                         --          98,299
Other assets                                             700           4,503
                                                  --------------------------
Total assets                                      $  752,876      $1,085,598
                                                  ==========================

See notes to consolidated financial statements.


                                       F-4
<PAGE>

Le@P Technology, Inc. and Subsidiaries
<TABLE>

                     Consolidated Balance Sheets (continued)
<CAPTION>

                                                                 December 31
                                                             2002           2001
                                                        ---------------------------
<S>                                                     <C>            <C>
Liabilities and shareholders' (deficit)
Current liabilities:
   Accounts payable                                     $      9,504   $     96,037
   Accrued professional fees                                  63,057        143,315
   Accrued compensation and related liabilities              155,408        120,383
                                                        ---------------------------
Total current liabilities                                    227,969        359,735

Long-term notes payable to related party                   2,399,211        937,500

Long-term accrued interest payable to related party           62,321             --
                                                        ---------------------------
Total liabilities                                          2,689,501      1,297,235

Commitments and contingencies

Shareholders' (deficit):
   Preferred stock, par value $0.001 per share;
      Authorized 25,000,000 shares. Issued and
      outstanding 2,170 shares at December 31, 2002
      and 2001                                             2,170,000      2,170,000
   Class A common stock, par value $0.20 per share
      Authorized 99,975,000 shares. Issued 33,766,053
      shares at December 31, 2002 and 2001                 6,753,211      6,753,211
   Class B common stock, par value $0.20 per share
      Authorized, issued and outstanding 25,000 shares
      at December 31, 2002 and 2001                            5,000          5,000
   Additional paid-in capital                             26,401,913     26,401,913
   Accumulated deficit                                   (37,217,289)   (35,492,301)
   Treasury stock, at cost, 84,850 shares at December
      31, 2002 and 2001                                      (49,460)       (49,460)
                                                        ---------------------------
Total shareholders' (deficit)                             (1,936,625)      (211,637)
                                                        ---------------------------
Total liabilities and shareholders' (deficit)           $    752,876   $  1,085,598
                                                        ===========================
</TABLE>


See notes to consolidated financial statements.


                                       F-5
<PAGE>

                     Le@P Technology, Inc. and Subsidiaries
<TABLE>
                      Consolidated Statements of Operations
<CAPTION>
                                                             Year ended December 31
                                                              2002            2001
                                                         -----------------------------
<S>                                                      <C>              <C>
Revenue                                                  $         --     $         --
                                                         -----------------------------
Expenses:
      Salaries and benefits                                   693,061          718,947
      Professional fees                                       317,592          545,721
      General and administrative                              369,964          394,243
      Write-off of acquisition costs                           98,299               --
      Write-off of investments                                145,624        3,422,970
                                                         -----------------------------
Total expenses                                              1,624,540        5,081,881
                                                         -----------------------------

Operating loss                                             (1,624,540)      (5,081,881)

Interest income                                                   517            7,640
Interest expense                                             (100,965)              --

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

Net loss                                                 $ (1,724,988)    $ (6,972,241)
                                                         ==============================

Net loss attributable to common shareholders             $ (1,941,988)    $ (7,189,241)
                                                         ==============================
Basic and diluted net loss attributable to common
   shareholders per share:
      Net loss                                           $      (0.05)    $      (0.21)
                                                         ==============================
      Net loss attributable to common shareholders       $      (0.06)    $      (0.21)
                                                         ==============================

Basic and diluted weighted average shares outstanding      33,706,203       33,556,779
                                                         ==============================
</TABLE>


See notes to consolidated financial statements.


                                       F-6
<PAGE>

                     Le@P Technology, Inc. and Subsidiaries
<TABLE>
               Consolidated Statements of Shareholders' (Deficit)
<CAPTION>

                                   Preferred           Class A and Class B
                                     Stock                Common Stock        Additional
                              ---------------------------------------------     Paid-in     Accumulated     Treasury
                              Shares      Amount      Shares      Par Value     Capital        Deficit        Stock         Total
                              -----------------------------------------------------------------------------------------------------
<S>                            <C>     <C>          <C>          <C>          <C>           <C>             <C>         <C>
Balance at December 31, 2000   2,170   $2,170,000   33,414,863   $6,682,973   $24,502,151   $(28,520,060)   $(49,460)   $ 4,785,604
Issuance of Class A common
  stock                           --           --      376,190       75,238     1,899,762             --          --      1,975,000
Net loss                          --           --           --           --            --     (6,972,241)         --     (6,972,241)
                              -----------------------------------------------------------------------------------------------------
Balance at December 31, 2001   2,170    2,170,000   33,791,053    6,758,211    26,401,913    (35,492,301)    (49,460)      (211,637)
Net loss                          --           --           --           --            --     (1,724,988)         --     (1,724,988)
                              -----------------------------------------------------------------------------------------------------
Balance at December 31, 2002   2,170   $2,170,000   33,791,053   $6,758,211   $26,401,913   $(37,217,289)   $(49,460)   $(1,936,625)
                              -----------------------------------------------------------------------------------------------------
</TABLE>

 See notes to consolidated financial statements.


                                       F-7
<PAGE>

<TABLE>
                     Le@P Technology, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
<CAPTION>
                                                                                  Year ended December 31
                                                                                   2002            2001
                                                                               ---------------------------
<S>                                                                            <C>             <C>
Cash flows from operating activities:
Net loss                                                                       $(1,724,988)    $(6,972,241)
Adjustments to reconcile net loss to net cash used in operating activities:
   Depreciation                                                                     36,580          29,809
   Equity in loss of Healthology, Inc.                                                  --       1,898,000
   Write-off of investments                                                        145,625       3,422,970
   Write-off of acquisition costs                                                   98,299              --
   Changes in operating assets and liabilities:
     Due from related party                                                         72,000         (45,000)
     Prepaid expenses and other current assets                                       8,953             976
     Other assets                                                                    3,803           5,070
     Accounts payable                                                              (86,533)         70,669
     Accrued interest payable to related party                                      62,321              --
     Accrued compensation and related liabilities                                   35,025         (82,495)
     Accrued professional fees                                                     (80,258)         49,215
                                                                               ---------------------------
Net cash used in operating activities                                           (1,429,173)     (1,623,027)
                                                                               ---------------------------

Cash flows from investing activities
Capitalized acquisition costs                                                           --         (98,299)
Investment in VisualPlex Corp.                                                          --        (253,367)
Investment in Healthology, Inc.                                                         --      (1,000,000)
Proceeds from sale of property and equipment                                         9,864              --
                                                                               ---------------------------
Net cash provided by (used in) investing activities                                  9,864      (1,351,666)
                                                                               ---------------------------

Cash flows from financing activities
Proceeds from note payable to related party                                      1,461,711         375,000
Principal payments on note payable to related party                                     --         (37,500)
Issuance of Class A Common Stock                                                        --       1,975,000
                                                                               ---------------------------
Net cash provided by financing activities                                        1,461,711       2,312,500
                                                                               ---------------------------

Net change in cash                                                                  42,402        (662,193)
Cash at beginning of year                                                           26,509         688,702
                                                                               ---------------------------
Cash at end of year                                                            $    68,911     $    26,509
                                                                               ===========================
Supplemental disclosure of cash flow information:
Cash paid during the year for:
     Interest                                                                  $        --     $        --
                                                                               ===========================
     Income tax                                                                $        --     $        --
                                                                               ===========================
Supplemental schedule of non-cash investing and financing activities:

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


See notes to consolidated financial statements.


                                       F-8
<PAGE>

1.    The Company

Le@P Technology, Inc. and Subsidiaries ("Le@P" or the "Company"), formerly known
as Seal Holdings Corporation and Subsidiaries, is a holding company that was
formerly focused on the acquisition of, and strategic investments in, companies
providing services in health care and life sciences (with particular interest in
information technology companies). During 2000, the Company changed its name
from Seal Holdings Corporation to Le@P Technology, Inc. On September 26, 2002,
the Board of Directors determined to cease for the foreseeable future
investigating or consummating further investment and acquisition opportunities
and continue to downsize the Company's operations and staff.

Notwithstanding the cessation of active operations, the Company may from time to
time consider investment or acquisition opportunities which otherwise come to
the attention of the Board. The ability of the Company to ultimately pursue any
such investment or acquisition opportunities will be dependent upon, among other
things, its ability to obtain financing for such activities.


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 investment or
acquisition candidates ("Partner Companies") in which Le@P owns 50% or less of
the outstanding voting securities, and in which significant influence is
exercised, are accounted for under the equity method. Significant influence is
presumed at a 20% ownership level; however, Le@P applies the equity method for
investments in which it acquires less than 20% of the voting interest if it
exerts significant influence through representation on the investee's Board of
Directors or through other means. All other investments for which the Company
does not have the ability to exercise significant influence are accounted for on
the cost method. Such investments are stated at the lower of cost or net
realizable value. During 2002, the Company accounted for its investments under
the cost method. Prior to January 1, 2002, the Company had accounted for its
investment in Healthology, Inc. under the equity method.

Partner Company Investments

Under the equity method, the Company's proportionate share of Partner Company's
net income or loss is included in the Company's Consolidated Statements of
Operations. Prior to 2002, the amount by which the Company's carrying value
exceeded its share of the underlying net assets of a Partner Company accounted
for under the equity method was amortized on a straight-line basis over 2.5
years as an adjustment to the Company's share of the Partner Company's net
income or loss. During 2002, SFAS No. 142, Goodwill and Intangible Assets,
became effective, which no longer requires that goodwill be amortized. Had SFAS
No. 142 been effective during 2001, the Company's net loss would have been
approximately $5,974,000.

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

Change in Accounting Estimate

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

Income Taxes

                                       F-9
<PAGE>

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

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

Recent Accounting Pronouncements

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

In October 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." FASB Statement No. 144 addresses
significant issues relating to the implementation of FASB Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," and develops a single accounting model, based on the framework
established in FASB Statement No. 121 for long-lived assets to be disposed of by
sale, whether such assets are or are not deemed to be a business. FASB Statement
No. 144 also modifies the accounting and disclosure rules for discontinued
operations. The standard was adopted on January 1, 2002, and did not have a
material impact on the company's Consolidated Financial Statements.

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." FASB Statement No. 145 updates, clarifies, and simplifies existing
accounting pronouncements. FASB Statement No. 145 rescinds FASB Statement No. 4,
which required all gains and losses from extinguishment of debt to be aggregated
and, if material, classified as an extraordinary item, net of related income tax
effect. As a result, the criteria in Opinion 30 will now be used to classify
those gains and losses. FASB Statement 44 was issued to establish accounting
requirements for the effects of transition to the provisions of the motor
Carrier Act of 1980. Because the transaction has been completed, FASB Statement
44 is no longer necessary. FASB Statement 145 amends FASB Statement 13 to
require that certain lease modifications that have economic effects similar to
sale-leaseback transactions be accouted for in the same manner as sale-leaseback
transactions. This amendment is consistent with FASB's goal requiring similar
accounting treatment for transactions that have similar economic effects. The
adoption of FASB Statement No. 145 has not had a material impact on the
Company's consolidated financial statements.

In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" which supercedes EITF No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)." FASB
Statement No. 146 requires that a liability for costs associated with an exit or
disposal activity be recognized when the liability is incurred rather than when
a company commits to such an activity and also establishes fair value as the
objective for initial measurement of the liability. The Company will adopt FASB
No. 146 for exit or disposal activities that are initiated after December 31,
2002. The Statement is not expected to have an impact on the Company's financial
conditions or result of operations.

In December 2002, the FASB issued Statement No. 148, "Accounting for Stock Based
Compensaiton-Transition and Disclosure-an amendment of FASB Statement No. 123."
FASB Statement No. 148 amends FASB Statement 123, "Accounting for Stock-Based
Compensation," to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, FASB Statement No. 148 amends the disclosure
requirements to FASB Statement No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The Company adopted FASB Statement No. 148 effective December 1, 2002
and have provided the disclosures required under FASB Statement No. 148 as
follows:

The weighted average fair value per share of options granted by the Company
during 2002 was $0.29. 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 4.75%, no expected dividends, weighted
average expected life of 5 years for 2002, and volatility of 1.88. There were no
options granted during 2001.

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

                                                       Year ended December 31,
                                                           2002         2001
                                                       ------------------------

Pro-forma net loss                                     $(2,035,705) $(7,916,961)

Pro-forma loss attributable to common shareholders     $(2,252,705) $(8,133,961)

Pro-forma net loss per common share                    $     (0.06) $     (0.24)

Pro-forma loss attributable to
   Common shareholders per share                       $     (0.07) $     (0.24)

Property and Equipment

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

Long-Lived Assets

The carrying value of the Company's long-lived assets, including investments, is
reviewed periodically by management to determine if the facts and circumstances
suggest potential impairment. If this review indicates that these costs will not
be recoverable, as determined based on the expected undiscounted cash flows of
the entity over the remaining amortization period, the carrying value of these
costs is reduced to fair value and an impairment loss is recognized. As more
fully disclosed in Note 4, the Company's investments were written down during
2001 and 2002 as a result of this impairment analysis.

Use of Estimates

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

Financial Instruments

The carrying values of cash, accounts payable and notes payable are reasonable
estimates of their fair value due to the short-term nature of these financial
instruments.


                                      F-10
<PAGE>

Stock Based Compensation

The Company accounts for employee stock options using the intrinsic value method
as prescribed by Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees ("APB 25"). The Company follows the disclosure
provisions of Statement of Financial Accounting Standards, No. 123, Accounting
for Stock-Based Compensation ("SFAS 123") and for valuing common stock
equivalents issued to non employees. Accordingly, compensation cost for stock
options is measured as the excess, if any, of the quoted market price of the
corporation's stock at the date of the grant over the exercise price of the
option.

3.    Operating Losses and Cash Flow Deficiencies

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

On September 30, 1999, the Company's Chairman and majority stockholder agreed to
provide Le@P, directly or through his affiliates (collectively, the "Majority
Stockholder"), funding of up to $10,000,000 to be used to fund working capital
requirements and future acquisitions, as approved by the Company's Board of
Directors (the "Funding Commitment") and as further discussed in Note 5 herein.
Through December 31, 2002, the Company had received $8,475,000 of the Funding
Commitment and working capital notes aggregating $1,836,711 from the Majority
Stockholder. The notes are not part of the Funding Commitment. As of December
31, 2002, $1,525,000 was available to the Company pursuant to the Funding
Commitment. Subsequent to December 31, 2002, the Company received an additional
$140,000 in working capital notes from the Majority Stockholder. These notes are
not part of the Funding Commitment.

Although the Company anticipates that the balance of the Funding Commitment of
its Majority Stockholder will be sufficient to cover operating expenses through
the next twelve months, the Company will be required to raise additional capital
in order to make any investments or acquisitions.

4.    Investments

Healthology

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

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


                                      F-11
<PAGE>

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

Presented below is selected financial information for Healthology for the year
ended December 31, 2001.


                                          Year Ended
                                         December 31,
                                             2001
                                       ----------------
     Net revenues                        $ 2,784,000

     Gross loss                             (196,000)

     Net loss                             (4,993,000)

     Current assets                          961,000

     Non-current assets                    1,336,000

     Current liabilities                   1,092,000

     Non-current liabilities                  57,000


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

The audited financial statements of Healthology as of and for the year ended
December 31, 2000 contained a going concern explanatory paragraph and its
financial statements as of and for the year ended December 31, 2001 reflected a
net loss of approximately $5.0 million. Healthology's plans for the years ended
December 31, 2002 and 2001, included raising additional equity or debt finance,
investigating the possibility of merger or joint venture arrangements to obtain
additional sources of funds, and scaling back operations. Healthology was
unsuccessful in such endeavors to obtain financing and continues to experience
significant losses. As a result of these factors, the Company believed its
investment in Healthology was materially impaired and further reduced the value
of its investment by $1,354,358 during 2001. During 2002, Healthology was
unsuccessful in its endeavors to form a merger or joint venture arrangement, and
suffered continued losses amounting to approximately $988,000. Accordingly, the
Company wrote-off its remaining investment of approximately $115,000. The
write-off is included in the write-off of investments in the accompanying
consolidated statement of operations. The Company's investment in Healthology is
illiquid in nature and cannot be readily sold.

Camber

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

Camber has been unable to successfully execute its business plans and will
potentially be required to obtain significant additional funding in the near
future to continue its operations. In addition, recent attempts by the Company
to sell its investment in Camber have been unsuccessful and have caused the
Company to assess the recoverability of this investment. During the quarter
ended September 30, 2001, the Company concluded that the carrying value of its
investment in Camber was impaired and wrote-off $1,815,245 of this investment.
Camber continued to be unsuccessful in raising additional capital,


                                      F-12
<PAGE>

and the Company concluded that the carrying value of its investment in Camber
was impaired and wrote-off the remaining investment carrying value of $30,000 in
the quarter ended March 31, 2002. In July 2002, Camber ceased operations. The
write-off's are included in write-off of investments in the accompanying
consolidated statements of operations.

VisualPlex

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

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

5.   Funding Commitment

In connection with the Funding Commitment, through December 31, 2002, the
Majority Stockholder contributed $8,475,000 to the Company. Of this amount,
approximately $4,544,000 was to fund the investment in Healthology and related
transaction expenses, approximately $250,000 was to fund the VisualPlex
transaction, and $3,681,000 was to fund operating expenses. In consideration of
these contributions, the Company issued 1,614,284 shares of the Company's Class
A Common Stock at a purchase price of $5.25 per share.

As of December 31, 2002, an additional $1,525,000 (the "Additional Funds") was
available to the Company pursuant to the Funding Commitment. On March 30, 2000,
the Board of Directors of the Company and the Majority Stockholder agreed that
all funds contributed pursuant to the Funding Commitment including such
Additional Funds, represent a subscription for additional shares of the
Company's Class A Common Stock at $5.25 per share (an aggregate of 290,476
shares when the remaining $1,525,000 is contributed).


                                      F-13
<PAGE>

6.    Property and Equipment

         Property and equipment consists of the following:

                                               December 31,
                                             2002        2001
                                          --------------------

         Land                             $510,000    $510,000
         Buildings                          90,000      90,000
         Leasehold improvements             17,842      17,842
         Equipment and software             49,524      59,100
         Furniture and fixtures             84,553      95,732
                                          --------------------
                                           751,919     772,674
         Less accumulated depreciation      99,561      73,872
                                          --------------------
                                          $652,358    $698,802
                                          ====================

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. 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.

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

Employment Contracts

During April 1999, the Company entered into an employment contract with its
Chief Executive Officer. This contract was for an initial period of three years
and included base salary plus bonuses. The Company negotiated a severance
agreement with Robert G. Tancredi, M.D., the Company's President and Chief
Executive Officer, whereby his services would end effective September 30, 2002.
Dr. Tancredi's employment agreement had otherwise been scheduled to expire in
March 2003, subject to certain severance or renewal requirements. In connection
with the severance agreement, the Company agreed to pay Dr. Tancredi $150,000
payable over an eighteen month period and each of the parties otherwise released
the other of all other obligations and claims. A balance amounting to
approximately $135,000 is included in accrued compensation and related
liabilities in the accompanying balance sheet at December 31, 2002 relating to
the severance accrual.

On September 30, 1999, the Company assumed an employment contract for its Chief
Information Officer. The Company terminated the Chief Information Officer
effective July 31, 2002, and in accordance with the employment contract agreed
to

                                      F-14
<PAGE>

pay six month's severance. A balance amounting to approximately $20,000 is
included in accrued compensation and related liabilities in the accompanying
balance sheet at December 31, 2002 relating to the severance accrual.

8.    Related Party Transactions

The Company's Majority Stockholder, directly or indirectly, owns a number of
real estate entities with which the Company has done or currently does business.
At December 31, 2002, 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,
              -----------------------
               2003                    $43,000
               2004                     32,000
                                       -------
              Total                    $75,000
                                       =======

Rent expense under operating leases was approximately $46,000 and $61,000 for
the years ended December 31, 2002 and 2001, respectively.

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

During the fourth quarter of 2002, the Company consolidated the working capital
notes made by the Majority Stockholder in 2001 and 2002 into one promissory note
in the amount of $1,755,711 the then aggregate amount of principal and accrued
interest on the notes. The note is unsecured, bears interest at the prime
rate(4.25% at December 31, 2002), and is due January 15, 2004. Subsequent to
December 31, 2002, the Company received additional working capital notes
amounting to $140,000 from the Majority Stockholder. These notes are unsecured,
bear interest at the prime rate, and are also due January 15, 2004.

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

The land and buildings are zoned light industrial and consist of approximately
one and one-third acres and three structures that collectively consist of
approximately 8,200 square feet. The structures are presently unoccupied and in
need of repair. The Company is currently seeking to lease one or more of the
structures on an "as is" basis and may, subject to obtaining financing, seek to
repair one or more of such structures.

The interest expense included in the 2002 consolidated financial statements
relate to interest charges due to the Majority Stockholder.

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, 2002 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,
2002, the Company had reserved 2,947,500 shares of Class A common stock for
possible future issuance under its stock option plans. Option activity under the
Company's plans is summarized below:

                                      F-15
<PAGE>

<TABLE>
<CAPTION>
                                                            2002                                  2001
                                           ----------------------------------       ----------------------------------
                                                             Weighted Average                         Weighted Average
                                              Shares          Exercise Price          Shares           Exercise Price
                                           ----------------------------------       ----------------------------------
<S>                                        <C>                  <C>                  <C>                 <C>
Outstanding at beginning of year            2,502,500           $     2.14           2,525,000           $     2.15
Options granted                               500,000                 1.90                  --                   --
Options forfeited                          (1,105,000)                2.60             (22,500)                3.00
                                           ----------------------------------       ----------------------------------
Outstanding at end of year                  1,897,500           $     1.81           2,502,500           $     2.14
                                           ==================================       ==================================
Options exercisable at year-end             1,897,500           $     1.81
Shares available for future grant           3,147,500
</TABLE>


The following table summarizes information about stock options outstanding at
December 31, 2002.
<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>
        $0.50                300,000        4.2                    $0.50           300,000             $0.50
        $1.00                240,000        8.4                    $1.00           240,000             $1.00
        $1.75              1,305,000        3.6                    $1.75         1,305,000             $1.75
        $3.00                 52,500        7.2                    $3.00            52,500             $3.00
                           ---------                                             ---------
$0.50 - $3.00              1,897,500        4.4                    $1.55         1,897,500             $1.55
                           =========                                             =========
</TABLE>


                                      F-16
<PAGE>

10.   Loss Per Share

Options were not included in the computation of net loss per share and net loss
per share attributable to common stockholders for the years ended December 31,
2002 and 2001 because their effect would have been anti-dilutive.

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

<TABLE>
<CAPTION>
                                                                       Year Ended December 31,
Numerator:                                                              2002             2001
                                                                   -----------------------------
<S>                                                                <C>              <C>
    Net loss                                                       $(1,724,988)     $ (6,972,241)
    Dividends (undeclared) on cumulative preferred stock              (217,000)         (217,000)
                                                                   -----------------------------
    Numerator for basic and diluted loss per share - loss
    attributable to common shareholders                            $(1,941,988)     $ (7,189,241)
                                                                   =============================

Denominator:
    Denominator for basic and diluted loss per share: Weighted
    average shares                                                  33,706,203        33,556,779
                                                                   =============================
    Basic and diluted loss per share                               $     (0.05)     $      (0.21)
                                                                   =============================

    Basic and diluted loss per share attributable to common
    shareholders                                                   $     (0.06)     $      (0.21)
                                                                   =============================
</TABLE>

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, 2002, dividends of $717,500 were accumulated on the Series B Preferred


                                      F-17
<PAGE>

Stock. Such amount will be accrued and charged to retained earnings, if any, or
additional paid-in capital when declared by the Company's Board of Directors.

12.   Income Taxes

The Company accounts for income taxes under SFAS No. 109. Under SFAS No. 109,
deferred income tax assets and liabilities are determined based upon differences
between the financial reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse. Deferred income taxes reflect the net tax
effects of temporary differences between the carrying amount of assets and
liabilities for financial reporting purposes and the amounts used for income tax
purposes. Significant components of the Company's net deferred income taxes are
as follows:

                                                Year ended December 31
                                                 2002            2001
                                            ----------------------------
       Deferred tax assets:
       Net operating loss carryforwards     $ 2,751,779      $ 2,297,780
       Accruals                                  81,837           34,868
       Stock-based compensation                  29,991           29,991
       Other                                     (9,309)          12,192
                                            ----------------------------
       Deferred tax assets                    2,854,299        2,374,831
       Less valuation allowance              (2,854,299)      (2,374,831)
                                            ----------------------------
       Net deferred tax assets              $        --      $        --
                                            ============================

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

                                                       2002        2001
                                                      -----       -----
       U.S. Federal Statutory rate                    34.00%      34.00%
       State income taxes, net of federal benefit      3.63        3.63
       Change in valuation allowance                 (27.80)     (10.24)
       Non-deductible items                           (3.21)     (27.32)
       Other                                          (6.62)      (0.08)
                                                      -----------------
                                                       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 $2,854,299 valuation allowance at December 31, 2002 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 $479,468. At December 31, 2002, the Company has available net operating loss
carryforwards of approximately $7,313,000 of which approximately $1,078,000
expire from 2010 to 2012 with the remainder expiring during 2019 through 2022.


13.   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,

                                      F-18
<PAGE>

otherwise
the Class B Common Stock is identical to the Company's Class A Common Stock.

14.   Valuation and Qualifying Accounts

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

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

<S>                                               <C>               <C>              <C>             <C>          <C>
Year ended December 31, 2001                      $1,657,743        717,088           --              --          $2,374,831
Year ended December 31, 2002                      $2,374,831        479,468           --              --          $2,854,299
</TABLE>


15.   Subsequent Event

During the first quarter of 2003, the Majority Stockholder loaned the Company
$140,000 evidenced by two promissory notes, which bear interest at the prime
rate. Principal and interest on the notes are due and payable in one lump sum on
the maturity date of January 15, 2004. The proceeds of the notes are being used
for working capital purposes. These notes are unsecured.

                                     F-19
<PAGE>

<TABLE>
<CAPTION>
                                            EXHIBIT INDEX

        EXHIBIT                              DESCRIPTION

 <S>                                                 <C>
        3.1.1       Certificate of Incorporation of Le@P Technology, Inc., filed March
                    20, 1997. (2)

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

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

        3.1.4       Certificate of Designation, Preferences, Rights and Limitations of
                    10% Cumulative Non-Voting Series B Preferred Stock of Le@P
                    Technology, Inc., dated November 15, 1999. (5)

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

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

        4.3         Investors' Rights Agreement between Healthology, Inc. and Le@P
                    Technology, Inc. dated March 1, 2000. (7)

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

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

        4.6         First Amended and Restated Stockholders' Agreement between
                    Healthology, Inc., Le@P Technology, Inc., and Communicade, Inc. and
                    certain other existing stockholders of Healthology, Inc. dated
                    August 1, 2000. (6)

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

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

        10.2        Subscription Agreement dated March 30, 2000, with M. Lee Pearce,
                    M.D. (11)

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

        10.4.1      1999 Long Term Incentive Plan. (8)

        10.4.2      1998 Incentive Option Plan. (9)

        10.4.3      1997 Incentive Option Plan. (2)

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

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

<PAGE>

<TABLE>

<S>                 <C>
        10.12       Commercial Contract and Addendum relating to the purchase and sale
                    of real property between Bay Colony Associates Limited and Le@P
                    Technology, Inc., as agent for Parkson Property LLC, dated as of
                    September 28, 2001 (12)

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

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

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

        10.16       Termination agreement dated September 30, 2002, relating to the
                    termination of the Executive Employment Agreement of Chief Executive
                    Officer.(13)

        10.17       Promissory Note dated November 5, 2002, in the principal amount of
                    $1,755,710.65, issued to the M. L. Pearce 1998 Irrevocable Trust,
                    replacing certain promissory notes issued in 2001 and 2002. (14)

        10.18       Promissory Note dated January 30, 2003, in the principal amount of
                    $65,000 issue to the M. Lee Pearce 1998 Irrevocable Trust.

        10.19       Promissory Note dated March 14, 2003, in the principal amount of
                    $75,000 issue to the M. Lee Pearce 1998 Irrevocable Trust.

        21          Subsidiaries of the Registrant.

        99          Certification of Periodic Financial Report Pursuant to 18 U.S.C.
                    Section 1350
</TABLE>

-------

      (1)   Incorporated by reference from an exhibit to the Company's Current
            Report on Form 8-K (File No. 000-05667), as filed October 15, 1999.

      (2)   Incorporated by reference from an exhibit to the Company's Proxy
            Statement for the Annual Meeting of Shareholders of Le@P Fleet, Inc.
            held May 14, 1997, as filed April 11, 1997.

      (3)   Incorporated by reference from an exhibit to the Company's Annual
            Report on Form 10-KSB (File No. 000-05667) for the fiscal year ended
            December 31, 1999, as filed March 30, 2000.

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

      (5)   Incorporated by reference from an exhibit to the Company's Quarterly
            Report on Form 10-QSB (File No. 000-05667) for the quarter ended
            September 30, 1999, as filed November 15, 1999.

      (6)   Incorporated by reference from an exhibit to the Company's Quarterly
            Report on Form 10-QSB (File No. 000-05667) for the quarter ended
            June 30, 2000, as filed August 14, 2000.

      (7)   Incorporated by reference from an exhibit to the Company's Current
            Report on Form 8-K (File No. 000-05667), as filed March 16, 2000.

      (8)   Incorporated by reference from an exhibit to the Company's Proxy
            Statement for the Annual Meeting of Shareholders of Le@P Technology,
            Inc. held June 17, 1999, as filed on June 4, 1999.

<PAGE>

      (9)   Incorporated by reference from an exhibit to the Company's Proxy
            Statement for the Annual Meeting of Shareholders of Le@P Technology,
            Inc. held June 24, 1998, as filed on June 8, 1998.

      (10)  Incorporated by reference from an exhibit to the Quarterly Report on
            Form 10-QSB of Le@P Fleet, Inc. for the quarterly period ended March
            31, 1997.

      (11)  Incorporated by reference from an exhibit to the Company's Annual
            Report on Form 10-KSB (File No. 000-05699) for the fiscal year ended
            December 31, 2000, as filed April 1, 1999, as amended April 30,
            2000.

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

      (13)  Incorporated by reference from an exhibit to the Company's Quarterly
            Report on Form 8-K (File No. 000-05667), as filed on September 30,
            2002.

      (14)  Incorporated by reference from an exhibit to the Company's Quarterly
            Report on Form 10-QSB (File No. 000-05667), as filed on November 14,
            2002.