Beautifully engraved certificate from the Seal Fleet, Inc. issued
in the 1990's. This historic document was printed by the Jeffries Banknote Company and has an
ornate border around it with a vignette of a seal. This item has the printed signatures of the company’s president and assitant.
Le@P Technology, Inc. and Subsidiaries, formerly known
as Seal Holdings Corporation and Subsidiaries, is a holding company focused on
the acquisition of, and strategic investments in, companies providing services
in health care and life sciences (with particular interest in information
technology companies). During 2000, the Company changed its name from Seal
Holdings Corporation and Subsidiaries to Le@P Technology, Inc. and Subsidiaries.
During 1999, Le@P, as further described below, went through a reverse merger
followed by a disposition of the assets acquired through the reverse merger.
Accordingly, the December 31, 1999 balance sheet and the statements of
operations, cash flows and shareholders' equity presented herein for the year
ended December 31, 1999 are those of Le@P, with any balances or transactions
which resulted from the reverse merger (and subsequent disposal) shown as a
discontinued operation. The December 31, 1998 shareholders' equity balances are
those of OH, Inc. ("OHI"), the entity which, for accounting purposes, was the
accounting acquirer, even though the Company elected to use the name Le@P
Technology, Inc. for periods subsequent to the effective date of the reverse
acquisition. Earnings per share for periods prior to the reverse acquisition
have been restated to reflect the number of equivalent shares received by the
OHI stockholders as a result of the reverse acquisition even though OHI became a
wholly-owned subsidiary of Le@P.
During March 2000, the Company completed its first investment since the disposal
of OHI (as described below), a 21% interest in Healthology, LLC, ("Healthology")
a health- media company. At December 31, 2000, such investment was reduced to
approximately 15% after Healthology secured additional equity financing in
August 2000. However, on February 5, 2001, Le@P purchased an additional 800,000
shares of Healthology common stock, which increased Le@P's interest to
The Company also has a 6% interest in Camber Companies LLC, ("Camber"), a
company specializing in multidisciplinary, musculoskeletal care.
Effective on April 2, 1999, Le@P (which for periods prior to April 2, 1999 is
referred to herein as the "Acquiree") and OHI, whose primary operating assets
consisted of a comprehensive outpatient diagnostic and surgery center (the
"Oakridge Center"), entered into an Agreement and Plan of Exchange whereby 1,000
shares of OHI Common Stock (which represented 100% of OHI's outstanding Common
Stock) was exchanged for 10,318,419 shares of the Acquiree's common stock and
2,000,000 shares of the Acquiree's convertible preferred stock, which was equal
to 91% of the outstanding common stock of the Acquiree on a fully diluted basis
(including outstanding options to purchase Acquiree shares) on that date.
Accordingly, the acquisition has been treated for financial reporting purposes
as a reverse acquisition, with OHI (the "Acquirer") as the accounting acquirer.
As a result of the aforementioned transaction, the number of Class A Common
Shares authorized to be issued by the Acquiree was increased from 14,975,000 to
The net assets received from the Acquiree in the reverse acquisition were
recorded at their fair value of $1,784,374, less acquisition costs of $115,500.
The Acquirer also received 1,408,325 shares of Acquiree Class A and Class B
Common Stock. The results of the Acquiree's operations are included in the
Company's consolidated statements of operations from the effective date of the
On September 30, 1999, Le@P sold its wholly-owned subsidiary, OH, Inc., which
includes the Oakridge Center, to an investor group comprised of certain members
of OHI's management (the "Oakridge Group"). The Oakridge Center constituted the
only active business operation of the Company during 1999. The Company has no
ownership interest in the Oakridge Group. The Company's primary consideration
was the assumption by the Oakridge Group of all of OHI's liabilities. The
Oakridge Group has assumed these liabilities without any recourse to the Company
and the Company has not guaranteed any portion of the liabilities assumed by the
Oakridge Group. As a result, Le@P recorded a gain of $1,170,115, which was equal
to the equity deficiency of OHI on the date of disposition.
The activities of OHI prior to October 1, 1999 are shown as discontinued
operations in the accompanying financial statements. Revenue from discontinued
operations was $6,446,000 for the year ended December 31, 1999, and is included
as part of the loss from discontinued operations in the accompanying
consolidated statements of operations.
Leap Technology Inc was organized in March 1997 under the laws of the State of Delaware and is the successor Corporation to Seal Fleet, Inc. Le@P Technology, Inc.'s ("Le@P" or the "Company") operating strategy is to
acquire or make strategic investments in companies that provide products or
services in the healthcare and life sciences industries, with particular
interest in information technology companies. The Company's operating strategy
has evolved to place less emphasis on Internet and business-to-business ("B2B")
e-commerce companies, while retaining a focus on companies in the healthcare and
life-sciences industries with product, service, or information technology
capabilities. The Company intends to utilize the substantial healthcare skills,
experience and industry contacts of its management and Board of Directors in the
development of a network of investment and acquisition candidates (referred to
herein as "Partner Companies"). Le@P further intends to foster innovation and
growth among its Partner Companies by providing the opportunity for the exchange
of ideas among those companies and encouraging collaborative ventures among
The background information is from the company's SEC filings.
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