8-K/A 1 d27549_form8k-a.txt CURRENT REPORT ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K/A-1 ---------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 December 12, 2001 (Amending Form 8-K dated September 28, 2001 filed on October 18, 2001) 000-05667 Date of Report (Date of earliest event reported) Commission File Number LE@P TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 64-0769296 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 5601 N. Dixie Highway, Suite 411 Fort Lauderdale, Florida 33334 (Address of Principal Executive Offices) (Zip Code) (954) 771-1772 (Registrant's telephone number, including area code) ================================================================================ This Report amends the Current Report on Form 8-K dated September 28, 2001 (filed on October 18, 2001) to report the Company's acquisition of certain real estate assets. The Registration hereby provides the information required by paragraph (b) of Item 7 of such Current Report. Item 7. Financial Statements and Exhibits. (b) Pro forma financial information. Effective September 28, 2001, Le@P Technology, Inc. (the "Registrant"), through a wholly-owned limited liability company, acquired certain Real Property located in Broward County, Florida (the "Real Property"), from Bay Colony Associates Limited ("Seller"). The Seller is an affiliate of M. Lee Pearce, M.D., the Chairman of the Board and the majority stockholder of the Company. The purchase price for the Real Property, as adjusted, was $600,000. The Registrant paid for the Real Property by delivery 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 Real Property and related notes payable are included in the Company's September 30, 2001 Balance Sheet as filed in its report on Form 10-QSB for that date. The unaudited Pro Forma Statements of Operations presented below for the nine months ended September 30, 2001 and the year ended December 31, 2000 (the "Pro Forma Statements") give effect to the Company's acquisition of the Real Property as if it had occurred on January 1, 2000. The Pro Forma Statements are based on the following: o The historical results of operations of the Company, o The pro-forma effect of depreciation, maintenance, taxes and other expenses related to the acquired Real Property. The Pro Forma Statements and the accompanying notes (collectively the "Pro Forma Financial Information") should be read in conjunction with and are qualified by the historical financial statements of the Company and notes thereto. The Pro Forma Financial Information is intended for informational purposes only and is not necessarily indicative of the future results of operations of the Company after the acquisition of the Real Property or of the results of operations of the Company that would have actually occurred had the Real Property been acquired as of January 1, 2000. 2 Le@P Technology, Inc. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statement of Operations Nine Months Ended September 30, 2001
Le@P Pro Forma Pro Forma Technology, Inc. Adjustments As Adjusted ---------------- ----------- ----------- Revenue $ -- $ -- $ -- Expenses: Salaries and benefits 549,217 -- 549,217 Professional fees 515,836 -- 515,836 General and administrative 298,068 13,700(a) 311,768 Write-off of investments 3,422,970 -- 3,422,970 ------------ ------------ ------------ Total expenses 4,786,091 13,700 4,799,791 ------------ ------------ ------------ Operating loss (4,786,091) (13,700) (4,799,791) Interest income 6,912 -- 6,912 Interest expense -- (29,954)(b) (29,954) Equity in loss of Healthology, Inc. (1,763,625) -- (1,763,625) ------------ ------------ ------------ Net loss $ (6,542,804) $ (43,654) $ (6,586,458) ============ ============ ============ Net loss attributable to common stockholders $ (6,705,554) $ (43,654) $ (6,749,208) ============ ============ ============ Basic and diluted net loss attributable to common stockholders per share: $ (0.20) $ -- $ (0.20) ============ ============ ============ Weighted average shares outstanding 33,505,595 -- 33,505,595 ============ ============ ============
Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2001: (a) Represents depreciation, maintenance and other expenses that would have been incurred had the real property been acquired on January 1, 2000. (b) Represents interest expense that would have been incurred had the real property been acquired on January 1, 2000. 3 Le@P Technology, Inc. and Subsidiaries Unaudited Pro Forma Consolidated Statement of Operations Year Ended December 31, 2000
Le@P Pro Forma Pro Forma Technology, Inc. Adjustments As Adjusted ---------------- ----------- ----------- Revenue $ -- $ -- $ -- ------------ ------------ ------------ Expenses: Salaries and benefits 1,007,197 -- 1,007,197 Professional fees 632,091 -- 632,091 General and administrative 344,177 35,294(a) 379,471 ------------ ------------ ------------ Total Expenses 1,983,465 35,294 2,018,759 ------------ ------------ ------------ Operating loss (1,983,465) (35,294) (2,018,759) Interest income 9,346 -- 9,346 Interest expense -- (42,000)(b) (42,000) Equity in loss of Healthology, Inc. (1,175,011) -- (1,175,011) ------------ ------------ ------------ Net loss $ (3,149,130) $ (77,294) $ (3,226,424) ============ ============ ============ Net loss attributable to common stockholders $ (3,366,130) $ (77,294) $ (3,443,424) ============ ============ ============ Basic and diluted net loss attributable to common stockholders per share: $ (0.10) $ -- $ (0.11) ============ ============ ============ Weighted average shares outstanding 32,742,224 -- 32,742,224 ============ ============ ============
Notes to the Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2000: (a) Represents depreciation, maintenance, taxes and other expenses that would have been incurred had the real property been acquired on January 1, 2000. (b) Represents interest expense that would have been incurred had the real property been acquired on January 1, 2000. 4 (c) Exhibits 10.1 Promissory note dated September 28, 2001, in the principal amount of $562,500 executed by Parkson Property, LLC. 5 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LE@P TECHNOLOGY, INC. By: /s/ Robert G. Tancredi, M.D. ---------------------------------- Robert G. Tancredi, M.D. President Dated: December 12, 2001 6 Exhibits List Exhibit Description ------- ----------- 10.1 Promissory Note dated September 28, 2001, in the principal amount of $562,500 executed by Parkson Property, LLC. 7