##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-QSB/A

Amendment No.1  (Mark One)


[X]
    
    Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002OR[  ]
    
    Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _______________________   to  _______________________


Commission file number 333-66859

INTREPID CAPITAL CORPORATION

(Exact name of Registrant as specified in its Charter)


DELAWARE
    
    59-3546446(State of Incorporation)
    
    (I.R.S. Employer Identification No.)


3652 South Third Street, Suite 200, Jacksonville Beach, Florida
    
    32250(Address of principal executive offices)
    
    (Zip Code)


(904) 246-3433
(Registrants telephone number)

N/A
(Former name, former address and former fiscal year, if changed since last report)

As of October 31, 2002, there were 3,350,183 shares of Common Stock, $0.01
par value per share, outstanding, and 1,000 shares of Common Stock issued and
held in treasury.

Transitional Small Business Disclosure Format (check one): Yes [  ]     No [ X ]





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TABLE OF CONTENTS



|                                             |                                                                        |                                            |  |  |  |  |  | 
|-------------------------------------------- | ---------------------------------------------------------------------- | ------------------------------------------ |  |  |  |  |  | 
|                                             | ITEM 1. FINANCIAL INFORMATION                                         
|                                             |                                                                        | Consolidated Balance Sheets               
|                                             |                                                                        | Consolidated Statements of Operations     
|                                             |                                                                        | Consolidated Statements of Cash Flows     
|                                             |                                                                        | Notes to Consolidated Financial Statements
|                                             | ITEM 2.      MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
|                                             |                                                                        | Critical Accounting Policies and Estimates
|                                             |                                                                        | Acquisitions                              
|                                             |                                                                        | Discontinued Operations                   
|                                             |                                                                        | Liquidity and Capital Resources           
|                                             |                                                                        | Results of Operations                     
|                                             | ITEM 3.       CONTROLS AND PROCEDURES                                 
|PART II  OTHER INFORMATION                 
|                                             | ITEM 1.       LEGAL PROCEEDINGS                                       
|                                             | ITEM 2.       CHANGES IN SECURITIES AND USE OF PROCEEDS               
|                                             | ITEM 3.       DEFAULTS UPON SENIOR SECURITIES                         
|                                             | ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS     
|                                             | ITEM 5.       OTHER INFORMATION                                       
|                                             | ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K                        
|                                             | SIGNATURES AND CERTIFICATIONS                                         
|EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
|EX-31.2 SECTION 302 CERTIFICATION OF THE PAO
|EX-32.1 SECTION 906 CERTIFICATION OF THE CEO
|EX-32.2 SECTION 906 CERTIFICATION OF THE PAO



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INTREPID CAPITAL CORPORATION AND SUBSIDIARIES

Index to Form 10-QSB/A Amendment No. 1
For the Quarter Ended September 30, 2002

PART I  FINANCIAL INFORMATIONItem 1
    
    
    
    Financial StatementsConsolidated Balance Sheets of Intrepid Capital
Corporation and Subsidiaries as of September
30, 2002 (As restated) and December 31, 2001
    
    
    4Consolidated Statements of Operations of
Intrepid Capital Corporation and Subsidiaries
for the Three and Nine Month Periods Ended
September 30, 2002 (As restated) and 2001
    
    
    5Consolidated Statements of Cash Flows of
Intrepid Capital Corporation and Subsidiaries
for the Nine Month Periods Ended September 30,
2002 (As restated) and 2001
    
    
    6Notes to Consolidated Financial Statements
    
    
    7-12Item 2
    
    
    
    Management's Discussion and Analysis or Plan of OperationCritical Accounting Policies and Estimates
    
    
    13Acquisitions
    
    
    14Discontinued Operations
    
    
    14Liquidity and Capital Resources
    
    
    14-15Results of Operations
    
    
    15-18Item 3
    
    
    
    Controls and Procedures
    
    
    18PART II  OTHER INFORMATIONItem 1
    
    
    
    Legal Proceedings
    
    
    19Item 2
    
    
    
    Changes in Securities and Use of Proceeds
    
    
    19Item 3
    
    
    
    Defaults upon Senior Securities
    
    
    19Item 4
    
    
    
    Submission of Matters to a Vote of Security Holders
    
    
    19Item 5
    
    
    
    Other Information
    
    
    19Item 6
    
    
    
    Exhibits and Reports on Form 8-K
    
    
    19-21Signatures and Certifications
    
    
    22-25


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Restatement

Intrepid Capital Corporation (the Company) is amending its quarterly report
on Form 10-QSB for the quarter ended September 30, 2002, to reflect the effects
of a compensation agreement which was entered into during the second quarter of
2002 and was not fully included in the aforementioned report. The restatement
for the three and nine months ended September 30, 2002, as disclosed in Note
(2)  Restatement herein, involved i) reducing compensation expense by $100,000
and recording additional interest expense of $3,300 for the three months ended
September 30, 2003, ii) recording additional compensation expense of $264,000
and additional interest expense of $3,300 for the nine months ended September
30, 2002, and iii) reflecting 200,000 additional stock options as having been
issued during the second quarter of 2002. The consolidated financial
statements as of and for the three and nine months ended September 30, 2002 are
restated herein.

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ITEM 1.       FINANCIAL INFORMATION




INTREPID CAPITAL CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets
September 30, 2002 and December 31, 2001
(unaudited)

2002(As restated,Note 2)
    
    2001AssetsCurrent assets:Cash and cash equivalents
    
    $
    597,553
    
    
    
    641,577Investments, at fair value
    
    
    86,125
    
    
    
    81,935Accounts receivable
    
    
    218,442
    
    
    
    130,504Prepaid and other assets
    
    
    648,153
    
    
    
    164,859Total current assets
    
    
    1,550,273
    
    
    
    1,018,875Notes receivable
    
    
    323,919
    
    
    
    323,919Equipment and leasehold improvements, net of accumulated
depreciation of $321,626 in 2002 and $218,174 in 2001
    
    
    480,889
    
    
    
    360,348Intangible
assets, net of accumulated amortization of $77,981 in 2002
    
    
    813,243
    
    
    
    891,224Goodwill,
net of accumulated amortization of $7,131 in 2002 and 2001
    
    
    3,598,789
    
    
    
    3,598,789Total assets
    
    $
    6,767,113
    
    
    
    6,193,155Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    387,513
    
    
    
    209,984Accrued expenses
    
    
    677,848
    
    
    
    651,865Current portion of notes payable
    
    
    100,000
    
    
    
    3,725,000Other
    
    
    108,752
    
    
    
    196,380Total current liabilities
    
    
    1,274,113
    
    
    
    4,783,229Deferred compensation (Note 2)
    
    
    195,223
    
    
    
    Pension plan obligation
    
    
    213,367
    
    
    
    214,989Notes payable, less current portion
    
    
    100,000
    
    
    
    100,000Total liabilities
    
    
    1,782,703
    
    
    
    5,098,218Stockholders equity:Preferred stock, Class A, $.01 par value. Authorized 5,000,000
shares; issued 1,166,666 shares at September 30, 2002 (aggregate
liquidation preference $3,589,897)
    
    
    3,500,000
    
    
    
    Common stock, $.01 par value. Authorized 15,000,000 shares; issued
3,350,183 shares at September 30, 2002 and December 31, 2001
    
    
    33,502
    
    
    
    33,502Treasury stock, at cost - 1,000 shares
    
    
    (3,669
    )
    
    
    (3,669
    )Additional paid-in capital
    
    
    3,527,018
    
    
    
    3,616,915Accumulated deficit
    
    
    (2,072,441
    )
    
    
    (2,551,811
    )Total stockholders equity
    
    
    4,984,410
    
    
    
    1,094,937$
    6,767,113
    
    
    
    6,193,155


See accompanying notes to consolidated financial statements.

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INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
Three and Nine month periods ended September 30, 2002 and 2001
(unaudited)

Three months
    
    Nine monthsended September 30
    
    ended September 302002
    
    2001
    
    2002
    
    2001(As restated,
    
    
    
    (As restated,Note 2)
    
    
    
    Note 2)Revenues:Asset management fees
    
    $
    922,897
    
    
    
    198,679
    
    
    
    2,566,658
    
    
    
    602,578Investment banking revenues
    
    
    257,165
    
    
    
    74,738
    
    
    
    7,487,170
    
    
    
    341,386Commissions
    
    
    214,343
    
    
    
    331,354
    
    
    
    790,273
    
    
    
    1,025,509Other
    
    
    32,771
    
    
    
    15,211
    
    
    
    164,571
    
    
    
    75,479Total revenues
    
    
    1,427,176
    
    
    
    619,982
    
    
    
    11,008,672
    
    
    
    2,044,952Expenses:Salaries and employee benefits
    
    
    1,290,145
    
    
    
    455,657
    
    
    
    6,398,105
    
    
    
    1,625,729Brokerage and clearing
    
    
    52,551
    
    
    
    64,866
    
    
    
    164,005
    
    
    
    199,888Advertising and marketing
    
    
    276,113
    
    
    
    86,695
    
    
    
    591,416
    
    
    
    173,283Professional and regulatory fees
    
    
    494,059
    
    
    
    79,994
    
    
    
    1,959,887
    
    
    
    212,376Occupancy and maintenance
    
    
    179,614
    
    
    
    90,985
    
    
    
    491,966
    
    
    
    272,263Depreciation and amortization
    
    
    78,145
    
    
    
    21,759
    
    
    
    191,335
    
    
    
    65,169Interest expense
    
    
    21,923
    
    
    
    16,632
    
    
    
    109,848
    
    
    
    52,334Other
    
    
    174,100
    
    
    
    61,383
    
    
    
    488,044
    
    
    
    197,999Total expenses
    
    
    2,566,650
    
    
    
    877,971
    
    
    
    10,394,606
    
    
    
    2,799,041Income (loss) from continuing
operations before income taxes
    
    
    (1,139,474
    )
    
    
    (257,989
    )
    
    
    614,066
    
    
    
    (754,089
    )Income tax expense (benefit)
    
    
    (411,244
    )
    
    
    
    
    
    
    134,696
    
    
    
    Income (loss) from continuing operations
    
    
    (728,230
    )
    
    
    (257,989
    )
    
    
    479,370
    
    
    
    (754,089
    )Discontinued operations  loss from
discontinued operations
    
    
    
    
    
    
    (311,898
    )
    
    
    
    
    
    
    (345,007
    )Net income (loss)
    
    
    (728,230
    )
    
    
    (569,887
    )
    
    
    479,370
    
    
    
    (1,099,096
    )Dividends on preferred stock
    
    
    43,750
    
    
    
    
    
    
    
    89,897
    
    
    
    Net income (loss) attributable to
common stockholders
    
    $
    (771,980
    )
    
    
    (569,887
    )
    
    
    389,473
    
    
    
    (1,099,096
    )Income (loss) per common share  Basic:Income (loss) from continuing operations
    
    $
    (0.23
    )
    
    
    (0.11
    )
    
    
    0.12
    
    
    
    (0.32
    )Discontinued operations
    
    
    
    
    
    
    (0.13
    )
    
    
    
    
    
    
    (0.15
    )Net income (loss) attributable to
common stockholders per share
    
    $
    (0.23
    )
    
    
    (0.24
    )
    
    
    0.12
    
    
    
    (0.47
    )Income (loss) per common share  Diluted:Income (loss) from continuing operations
    
    $
    (0.23
    )
    
    
    (0.11
    )
    
    
    0.11
    
    
    
    (0.32
    )Discontinued operations
    
    
    
    
    
    
    (0.13
    )
    
    
    
    
    
    
    (0.15
    )Net income (loss) attributable to
common stockholders per share
    
    $
    (0.23
    )
    
    
    (0.24
    )
    
    
    0.11
    
    
    
    (0.47
    )Basic weighted average shares outstanding
    
    
    3,349,183
    
    
    
    2,350,246
    
    
    
    3,349,183
    
    
    
    2,336,510Diluted weighted average shares outstanding
    
    
    3,349,183
    
    
    
    2,350,246
    
    
    
    4,617,725
    
    
    
    2,336,510


See accompanying notes to consolidated financial statements.

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INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Nine months ended September 30, 2002 and 2001
(unaudited)

2002(As restated,Note 2)
    
    2001Cash flows from operating activities:Net income (loss)
    
    $
    479,370
    
    
    
    (1,099,096
    )Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:Depreciation and amortization
    
    
    191,335
    
    
    
    65,169Loss on sale of discontinued operations
    
    
    
    
    
    
    327,747Gain on disposal of assets
    
    
    (936
    )
    
    
    (Purchases) sales of investments, net
    
    
    (3,880
    )
    
    
    8,939Net trading profits
    
    
    (310
    )
    
    
    (3,246
    )Change in assets and liabilities:Accounts receivable
    
    
    (87,938
    )
    
    
    14,190Prepaid and other assets
    
    
    (483,294
    )
    
    
    200,265Accounts payable and accrued expenses
    
    
    113,615
    
    
    
    192,360Deferred compensation
    
    
    195,223
    
    
    
    Pension obligation
    
    
    (1,622
    )
    
    
    Other liabilities
    
    
    (87,628
    )
    
    
    10,822Discontinued operations  working capital changes
    
    
    
    
    
    
    10,720Net cash provided by (used in) operating activities
    
    
    313,935
    
    
    
    (272,130
    )Cash flows from investing activities:Purchase of equipment
    
    
    (261,286
    )
    
    
    (5,492
    )Sale of equipment
    
    
    28,327
    
    
    
    Net cash used in investing activities
    
    
    (232,959
    )
    
    
    (5,492
    )Cash flows from financing activities:Proceeds from notes payable
    
    
    1,500,000
    
    
    
    Principal payments on notes payable
    
    
    (1,625,000
    )
    
    
    (211,111
    )Advances from shareholder
    
    
    
    
    
    
    287,110Net cash (used in) provided by financing activities
    
    
    (125,000
    )
    
    
    75,999Net decrease in cash and cash equivalents
    
    
    (44,024
    )
    
    
    (201,623
    )Cash and cash equivalents at beginning of period
    
    
    641,577
    
    
    
    419,616Cash and cash equivalents at end of period
    
    $
    597,553
    
    
    
    217,993Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    91,463
    
    
    
    43,422Cash paid during the period for income taxes
    
    $
    439,000
    
    
    
    Supplemental disclosure of non-cash transactions:Preferred stock issued to AJG upon conversion of AJG Note
    
    $
    3,500,000
    
    
    
    Preferred stock dividends accrued but not paid
    
    $
    89,897
    
    
    
    


See accompanying notes to consolidated financial statements.

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INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2002



|(1) |  | Summary of Significant Accounting Policies and Operations
|--- |  | ---------------------------------------------------------



| | (a) |  | Organization and Basis of Presentation
| | --- |  | --------------------------------------

Intrepid Capital Corporation (the Company), incorporated in 1998, is
a Florida-based financial services holding company that conducts its
business through its two wholly-owned subsidiaries: Intrepid Capital
Management, Inc. (ICM) and Allen C. Ewing & Co. (Ewing).

ICM, a registered investment advisor, manages equity, fixed-income,
and balanced portfolios for public and private companies, labor
unions, endowments, foundations, and high net worth individuals and
families. ICM has received authority to act as an investment manager
in several states to meet the needs of its customers throughout the
United States.

Ewing is a registered broker-dealer with the Securities and Exchange
Commission (SEC) and a member of the National Association of
Securities Dealers, Inc. (NASD) and the Securities Investor
Protection Corporation (SIPC).

In a transaction effective December 31, 2001, the Company acquired all
of the outstanding stock of ICC Investment Advisors, Inc., the
operations of which were conducted through its wholly-owned
subsidiary, The Investment Counsel Company (ICC). Subsequent to the
acquisition, ICC was merged with and into ICM.

In a transaction effective October 30, 2001, the Company discontinued
its resinous material operations formerly conducted through Enviroq
Corporation (Enviroq) by selling all of the issued and outstanding
capital stock of Sprayroq, Inc., Enviroqs 50% owned subsidiary.
Enviroq remains a wholly-owned subsidiary of the Company to hold the
promissory notes received in connection with the sale, but conducts no
operations currently, as its operations consisted solely of its
investment in Sprayroq, Inc.

The interim financial information included herein is unaudited.
Certain information and footnote disclosures normally included in the
financial statements have been condensed or omitted pursuant to the
rules and regulations of the SEC. The Company believes that the
disclosures made herein are adequate to make the information presented
not misleading. These financial statements should be read in
conjunction with the financial statements and related notes contained
in the Companys Annual Report on Form 10-KSB filed with the SEC on
April 1, 2002. Except as indicated herein, there have been no
significant changes from the financial data published in the Companys
Annual Report. In the opinion of management, such unaudited
information reflects all adjustments, consisting of normal recurring
accruals, necessary for fair presentation of the unaudited
information. The results of operations for the three and nine month
periods ended September 30, 2002 are not necessarily indicative of the
results that may be expected for the full year.



| | (b) |  | Principles of Consolidation
| | --- |  | ---------------------------

The accompanying consolidated financial statements include the
accounts of the Company and its subsidiaries: ICM, Ewing and Enviroq.
Results of operations of acquired companies are included from the
date of acquisition forward in accordance with purchase accounting.
All significant intercompany balances and transactions have been
eliminated in consolidation.

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| | (c) |  | Intangible Assets
| | --- |  | -----------------

Intangible assets consists of goodwill and separately identifiable
intangible assets.

Goodwill consists of excess purchase price over net tangible assets
and identifiable intangible assets acquired in purchase acquisitions.
Goodwill has historically been amortized over the period estimated to
benefit from the acquired assets, which was 15 years. The Company
adopted Statement of Financial Accounting Standards No. 141, Business
Combinations (FAS 141) effective July 1, 2001 and Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible
Assets (FAS 142) effective January 1, 2002. Accordingly, goodwill
is no longer amortized effective January 1, 2002 and the Company
completed its initial goodwill impairment test with no impairment
noted.

Identifiable intangible assets acquired in purchase acquisitions are
separately identified in accordance with FAS 141. Management has
assessed identifiable intangible assets to have finite lives of 10
years. Identifiable intangible assets are amortized using accelerated
methods over the estimated useful lives of the identifiable intangible
assets.

Management assesses the recoverability of goodwill and identifiable
intangible assets whenever events or circumstances indicate they may
be impaired. Additionally, with the adoption of FAS 142, goodwill
will be tested for impairment at least annually.



| | (d) |  | Earnings (Loss) Per Share
| | --- |  | -------------------------

Net income (loss) per share of common stock is computed based upon the
weighted average number of common shares and share equivalents
outstanding during the period. Stock warrants and convertible
instruments, when dilutive, are included as share equivalents.
Diluted earnings per share assumes dilutive warrants and convertible instruments to
purchase shares of common stock have been exercised using the treasury
stock method. Dividends and interest expense incurred on convertible instruments
are added back to net income attributable to common stockholders when
such instruments are dilutive.

Diluted
earnings per share for the nine months ended September 30, 2002
assumes 101,876 shares of common stock have been issued upon exercise
of dilutive warrants and stock options and 1,166,666 shares of common
stock have been issued in exchange for convertible preferred stock.
In addition, dividends and interest expense incurred on convertible
preferred stock of $130,650 have been added back to net income
attributable to common stockholders for the nine months ended
September 30, 2002. Convertible instruments were anti-dilutive
for all other periods presented.



| | (e) |  | Comprehensive Income (Loss)
| | --- |  | ---------------------------

No differences between total comprehensive income (loss) and net
income (loss) existed in the financial statements reported for the
three and nine month periods ended September 30, 2002 and 2001.



|(2) |  | Restatement
|--- |  | -----------

Subsequent to the issuance of the consolidated financial statements for
the year ended December 31, 2002, the Company determined that the
accounting effects of an employee compensation arrangement which was
entered into during the second quarter of 2002 had not been properly
reflected in its previously reported financial statements. The
compensation arrangement provided for an initial cash bonus of $300,000, a
deferred cash bonus of an additional $300,000 payable in quarterly
installments of $25,000 beginning January 1, 2003, and the issuance of an
option to purchase 200,000 shares of the Companys common stock at $2.00
per share. Of the initial bonus, $300,000 was paid prior to September 30,
2002 and was included in salaries and employee benefits in the Companys
previously reported financial statements. The effects of the restatement
to record the present value of the deferred cash bonus, discounted at 5.0%,
are as follows:

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As PreviouslyReported
    
    As RestatedPrepaid and other assets
    
    $
    528,373
    
    
    
    648,153Total current assets
    
    
    1,430,493
    
    
    
    1,550,273Total assets
    
    
    6,647,333
    
    
    
    6,767,113Accrued expenses
    
    
    605,771
    
    
    
    677,848Total current liabilities
    
    
    1,202,036
    
    
    
    1,274,113Deferred compensation
    
    
    
    
    
    
    195,223Total liabilities
    
    
    1,515,403
    
    
    
    1,782,703Total stockholders equity
    
    
    5,131,930
    
    
    
    4,984,410


Three Months
    
    Nine MonthsEnded September 30, 2002
    
    Ended September 30, 2002As Previously
    
    
    
    
    
    As PreviouslyReported
    
    As Restated
    
    Reported
    
    As RestatedSalaries and employee benefits
    
    $
    1,390,145
    
    
    
    1,290,145
    
    
    
    6,134,105
    
    
    
    6,398,105Interest expense
    
    
    18,623
    
    
    
    21,923
    
    
    
    106,548
    
    
    
    109,848Total expenses
    
    
    2,663,350
    
    
    
    2,566,650
    
    
    
    10,127,306
    
    
    
    10,394,606Income (loss) from continuing operations
before taxes
    
    
    (1,236,174
    )
    
    
    (1,139,474
    )
    
    
    881,366
    
    
    
    614,066Income tax expense (benefit)
    
    
    (446,144
    )
    
    
    (411,244
    )
    
    
    254,476
    
    
    
    134,696Net income (loss)
    
    
    (790,030
    )
    
    
    (728,230
    )
    
    
    626,890
    
    
    
    479,370Net income (loss) attributable to common
Stockholders
    
    
    (833,780
    )
    
    
    (771,980
    )
    
    
    536,993
    
    
    
    389,473Income (loss) per common share  Basic
    
    
    (0.25
    )
    
    
    (0.23
    )
    
    
    0.16
    
    
    
    0.12Income (loss) per common share  Diluted
    
    
    (0.25
    )
    
    
    (0.23
    )
    
    
    0.16
    
    
    
    0.11


There was no net change to cash flows from operating, investing, and
financing activities as a result of the restatement.

The Company applies the intrinsic value-based method of accounting for the
fixed plan stock options prescribed by Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees. The option issued as
part of the compensation arrangement had no intrinsic value on the grant
date and the option was anti-dilutive for the three and nine month periods
ended September 30, 2002. As a result, the option has no effect on the
previously reported results of operations and no related adjustments are
required.



|(3) |  | Acquisitions
|--- |  | ------------

On March 27, 2002, the Company entered into an agreement to acquire 100% of
the common stock of First Bank of Jacksonville. During the third quarter
of 2002, the Company mutually agreed with the shareholders of the First
Bank of Jacksonville to terminate the definitive merger agreement.

The following unaudited pro forma financial information presents the
consolidated results of operations as if the purchase of ICC had occurred
on January 1, 2001. Pro forma total revenues would have been $1,121,643
and $3,549,936 for the three and nine months ended September 30, 2001,
respectively. Pro forma net loss would have been $660,995 and $1,350,141
for the three and
nine months ended September 30, 2001, respectively. Pro forma basic and
diluted net loss per share would have been $0.20 and $0.40 for the three
and nine months ended September 30, 2001, respectively.

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|(4) |  | Related Party Transactions
|--- |  | --------------------------

The Company performs certain asset management functions for Intrepid
Capital, L.P. and during the nine months ended September 30, 2002 and 2001,
received $46,122 and $32,248, respectively, for such services.



|(5) |  | Intangible Assets
|--- |  | -----------------

The Company has completed its initial assessment of goodwill and
identifiable intangible assets. The Company has determined that certain
identifiable intangible assets exist which are attributable to the
estimated fair value of investment management contracts and customer
relationships which were acquired through the purchase of ICC and have been
allocated to the asset management segment. Management has assessed the
recoverability of the identifiable intangible assets and has determined
there to be no impairment based on its estimates and analysis of future
cash flows. Management will continue to assess the recoverability whenever
events or circumstances indicate they may be impaired and monitor the
future results of the asset management segment. At September 30, 2002,
identifiable intangible assets amounted to $813,243, net of accumulated
amortization of $77,981. Amortization expense was $77,981 for the nine
months ended September 30, 2002 and the Company estimates the annual
aggregate amortization expense for this and succeeding years to be
approximately: 2002, $111,000; 2003, $114,000; 2004, $97,000; 2005,
$82,000; 2006, $70,000; and 2007, $59,000.

There were no changes in the carrying amount of goodwill during the nine
months ended September 30, 2002. Goodwill for each of the Companys
reporting units is summarized as follows as of September 30, 2002:

Asset management segment
    
    $
    3,564,898Investment banking services segment
    
    
    33,891$
    3,598,789


Prior to the Companys adoption of FAS 142, goodwill was amortized. The
following table summarizes and presents adjusted net income (loss) to
exclude goodwill amortization expense recognized for the three and nine
month periods ended September 30, 2002 and 2001:

Three months ended September 30
    
    Nine months ended September 302002
    
    
    
    
    
    2002(As restated,
    
    
    
    
    
    (As restated,note 2)
    
    2001
    
    note 2)
    
    2001Reported net income (loss)
    
    $
    (728,230
    )
    
    
    (569,887
    )
    
    
    479,370
    
    
    
    (1,099,096
    )Add back goodwill amortization
    
    
    
    
    
    
    18,584
    
    
    
    
    
    
    
    55,750Adjusted net income (loss)
    
    $
    (728,230
    )
    
    
    (551,303
    )
    
    
    479,370
    
    
    
    (1,043,346
    )Basic net income (loss) per shareReported net income (loss) per share
    
    $
    (0.23
    )
    
    
    (0.24
    )
    
    
    0.12
    
    
    
    (0.47
    )Add back goodwill amortization
    
    
    
    
    
    
    0.01
    
    
    
    
    
    
    
    0.02Adjusted basic net income (loss) per share
    
    $
    (0.23
    )
    
    
    (0.23
    )
    
    
    0.12
    
    
    
    (0.45
    )Diluted net income (loss) per shareReported net income (loss) per share
    
    $
    (0.23
    )
    
    
    (0.24
    )
    
    
    0.12
    
    
    
    (0.47
    )Add back goodwill amortization
    
    
    
    
    
    
    0.01
    
    
    
    
    
    
    
    0.02Adjusted diluted net income (loss) per share
    
    $
    (0.23
    )
    
    
    (0.23
    )
    
    
    0.12
    
    
    
    (0.45
    )


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|(6) |  | Notes Payable
|--- |  | -------------

The notes payable at September 30, 2002 and December 31, 2001 consist of
the following:

2002
    
    2001Note payable to AJG Financial Services, Inc., converted into
shares of the Companys Convertible Class A Preferred Stock
    
    $
    
    
    
    
    3,500,000Subordinated convertible promissory notes payable to
former shareholders of Ewing
    
    
    200,000
    
    
    
    200,000Note payable to First Florida Capital
    
    
    
    
    
    
    50,000Line of credit payable to a bank
    
    
    
    
    
    
    75,000200,000
    
    
    
    3,825,000Less current portion
    
    
    100,000
    
    
    
    3,725,000$
    100,000
    
    
    
    100,000


On March 29, 2002, the note payable to AJG Financial Services, Inc. (AJG)
was converted into 1,166,666 shares of the Companys Convertible Class A
Preferred Stock. The Companys Convertible Class A Preferred Stock issued
to AJG is a cumulative pay-in-kind preferred stock with a par value of
$0.01 and a stated value of $3.00 per share, and each share is convertible
into one share of the Companys common stock. Dividends are to be paid
semi-annually in cash or Convertible Class A Preferred Stock at an annual
rate of 5%. Dividends of $89,897 are accrued but not paid at September 30,
2002.



|(7) |  | Segments
|--- |  | --------

During 2002 and 2001, the Company operated in two principal segments, asset
management and investment banking services which includes brokerage
revenues. The operations of Enviroq formerly constituted a separate
operating segment which have been reclassified as discontinued operations.
The Company assesses and measures operating performance based upon the net
income (loss) derived from each of its operating segments, exclusive of the
impact of corporate expenses.

The revenues and net income (loss) for each of the reportable segments are
summarized as follows for the three and nine month periods ended September
30, 2002 and 2001:

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Three months
endedJune 30,
    
    Six months
endedJune 30,2002 (As
    
    
    
    
    
    2002 (Asrestated,
    
    
    
    
    
    restated,note 2)
    
    2001
    
    note 2)
    
    2001Revenues:Asset management segment
    
    $
    917,736
    
    
    
    197,796
    
    
    
    2,566,107
    
    
    
    607,155Investment banking services segment
    
    
    505,853
    
    
    
    421,392
    
    
    
    8,381,652
    
    
    
    1,419,548Corporate
    
    
    63,587
    
    
    
    69,767
    
    
    
    665,315
    
    
    
    225,167Intersegment revenues
    
    
    (60,000
    )
    
    
    (68,973
    )
    
    
    (604,402
    )
    
    
    (206,918
    )$
    1,427,176
    
    
    
    619,982
    
    
    
    11,008,672
    
    
    
    2,044,952Income (loss) from continuing operations:Asset management segment
    
    $
    (204,881
    )
    
    
    (50,968
    )
    
    
    (478,598
    )
    
    
    (153,118
    )Investment banking services segment
    
    
    (362,524
    )
    
    
    (24,834
    )
    
    
    2,032,571
    
    
    
    (71,910
    )Corporate
    
    
    (160,825
    )
    
    
    (182,187
    )
    
    
    (1,074,603
    )
    
    
    (529,061
    )$
    (728,230
    )
    
    
    (257,989
    )
    
    
    479,370
    
    
    
    (754,089
    )


The total assets for each of the reportable segments are summarized as
follows as of September 30, 2002 and December 31, 2001. Non segment assets
consist primarily of cash, certain investments and other assets, which are
recorded at the parent company level.

2002
    
    2001Assets:Asset management segment
    
    $
    4,801,126
    
    
    
    4,719,199Investment banking services segment
    
    
    621,794
    
    
    
    343,446Other
    
    
    1,344,193
    
    
    
    1,130,510$
    6,767,113
    
    
    
    6,193,155


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ITEM 2.      MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

As provided by the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, the Company cautions that statements in this
Quarterly Report on Form 10-QSB/A that are forward-looking statements
represent managements belief and assumptions based on currently available
information. Forward-looking statements can be identified by the use of words
such as believes, intends, may, should, anticipates, expected,
estimated, projected or comparable terminology, or by discussion of
strategies or trends. Although the Company believes the expectations reflected
in such forward-looking statements are reasonable, it cannot give any
assurances that these expectations will prove to be correct. Such statements,
by their nature, involve substantial risks and uncertainties that could
significantly impact expected results, and actual future results could differ
materially from those described in such forward-looking statements. While it
is not possible to identify all factors, the Company continues to face many
risks and uncertainties. Among the factors that could cause actual future
results to differ materially are the risks and uncertainties discussed in this
Quarterly Report on Form 10-QSB/A and those described from time to time in the
Companys other filings with the SEC and the risk that the underlying
assumptions made by management in this Quarterly Report on Form 10-QSB/A are
not, in fact, correct. Should one or more of these risks materialize (or the
consequences of such a development worsen), or should the underlying
assumptions prove incorrect, actual results could differ materially from those
forecasted or expected. The Company disclaims any intention or obligation to
update or revise any forward-looking statement whether as a result of new
information, future events or otherwise.

Restatement

Managements discussion and analysis for the three and nine months ended
September 30, 2002 has been revised to reflect the effects of a compensation
agreement which was entered into during the second quarter of 2002. The
restatement, as disclosed in Note 2 to the consolidated financial statements
involved i) reducing compensation expense by $100,000 and recording additional
interest expense of $3,300 for the three months ended September 30, 2003,
(ii)recording additional compensation expense of $264,000 and additional
interest expense of $3,300 for the nine months ended September 30, 2002, and
iii) reflecting 200,000 additional stock options as having been issued during
the second quarter of 2002.




Critical Accounting Policies and Estimates

The discussion and analysis of the Companys financial condition and
results of operations are based on the Companys consolidated financial
statements which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
financial statements requires us to make estimates and judgments that affect
the reported amounts of assets and liabilities, revenues and expenses, and
related disclosures of contingent assets and liabilities. Actual results may
differ from these estimates under different assumptions or conditions.

The Company has a significant amount of goodwill and identifiable
intangible assets recorded on its financial statements. The Companys
identifiable intangible assets consist of investment management contracts and
customer relationships. Managements allocation of purchase price to these
identifiable intangible assets requires estimates about the amount and useful
lives of identifiable intangible assets acquired. These estimates require a
significant degree of judgment based on managements assumptions regarding
future cash flows, account retention, expected profit margins, and applicable
discount rates and are subject to uncertainty and may differ significantly from
actual results under different assumptions or conditions.

The Company has completed its initial assessment of goodwill and
identifiable intangible assets. Management has assessed the recoverability of
the identifiable intangible assets and has determined there to be no impairment
based on its estimates and analysis of future cash flows. Management will
continue to assess the recoverability whenever events or circumstances indicate
they may be impaired and monitor the future results of the asset management
segment. In addition, the Company will periodically review

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goodwill and intangible assets for impairment in accordance with existing
accounting pronouncements and has set an annual impairment test date of
December 31. Such review will involve the Companys estimation of segment cash
flows, future performance and other variables, which will require a significant
amount of judgment by the Companys management.




Acquisitions

On December 31, 2001, the Company acquired 100% of the outstanding capital
stock of ICC and has accounted for this transaction under the purchase method
of accounting. ICC, which was merged with and into ICM on June 30, 2002, is
expected to significantly enhance the Companys asset management segment in
many areas including improved distribution capabilities, increased asset
management revenues, and increased efficiencies through economies of scale.

On March 27, 2002, the Company entered into an agreement to acquire 100%
of the common stock of First Bank of Jacksonville. During the third quarter of
2002, the Company mutually agreed with the shareholders of the First Bank of
Jacksonville to terminate the definitive merger agreement.




Discontinued Operations

On October 30, 2001, the Company sold its ownership of Sprayroq, Inc.,
Enviroqs 50% owned subsidiary. Enviroqs operations consisted solely of its
investment in Sprayroq, Inc., and the Company has reported its operations as
discontinued for all periods presented. Enviroq conducts no operations
currently, but remains a wholly-owned subsidiary of the Company to hold the
interest bearing promissory notes received in connection with the sale.
Revenues from Enviroq were $1,054,714 for the nine months ended September 30,
2001. The loss from discontinued operations for Enviroq was $345,007 for the
nine months ended September 30, 2001.




Liquidity and Capital Resources

The Companys current assets consist generally of cash, money market funds
and accounts receivable. The Company has financed its operations with funds
provided by stockholder capital, proceeds from notes payable, and the disposal
of Sprayroq, Inc. The Company has developed and is implementing a growth
strategy plan that includes both internal growth and external growth through
acquisitions.

In connection with the acquisition of ICC, the Company financed the cash
portion of the transaction through a loan from AJG, a Delaware corporation and
wholly-owned subsidiary of Arthur J. Gallagher & Co., a publicly-traded
Delaware corporation (NYSE: AJG), pursuant to the terms and conditions of an
Investment Agreement, a Convertible Note Agreement, a Convertible Note, an
Option Agreement, a Registration Rights Agreement and a Standstill Agreement,
each dated as of December 31, 2001 between the Company and AJG (collectively,
the Loan Documents). Pursuant to the Loan Documents and the exhibits
thereto, among other things, AJG loaned the Company $3,500,000 to finance the
cash portion of the transaction, as well as the costs and expenses associated
with the acquisition and for the Companys working capital needs. In exchange,
the Company issued a convertible promissory note in favor of AJG which was due
on or before April 30, 2002, bore interest at 5% per annum, and could be
converted on or prior to maturity into Class A Cumulative Convertible
Pay-In-Kind Preferred Stock of the Company. On March 29, 2002, the loan was
converted into 1,166,666 shares of the Companys Class A Cumulative Convertible
Pay-In-Kind Preferred Stock.

The Company believes the acquisition of ICC and subsequent merger with and
into ICM provides the Company a much broader distribution platform for asset
management services, branding, and the ability to consolidate back-office asset
management functions. The Company opened a new office in Charlotte, North
Carolina and hired three investment services professionals to help broaden the
Companys investment management and investment banking services and presence in
the Southeast. The

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Company believes that its investment banking services segment will
continue to generate high-margin investment banking revenues during the
remainder of 2002 and into 2003 based on existing prospects and contracts in
place.

The Company and the Federal Deposit Insurance Corporation (FDIC) entered
into an agreement to manage the loan asset portfolio of Hamilton Bank, N.A., a
national bank located in Miami, Florida, for which the FDIC is acting as
receiver (the FDIC contract) from January 2002 through June 2002. For the
nine months ended September 30, 2002, revenues earned from the FDIC contract
were $7,178,581 which includes reimbursable pass-through costs occurring after
the contract termination date. At September 30, 2002, receivables from the
FDIC account for approximately 56% of the Companys accounts receivable.

For the nine months ended September 30, 2002, net cash provided by
operating activities was $313,935, primarily attributable to the Companys net
income for the period. Net cash used in investing activities was $232,959,
which is due to the purchase of equipment. Net cash used in financing
activities was $125,000, which is primarily due to principal payments on notes
payable.

The Company, through its subsidiary Ewing, is subject to the net capital
requirements of the SEC, the NASD and other regulatory authorities. At
September 30, 2002, Ewings regulatory net capital was $179,771, which is
$129,771 in excess of its minimum net capital requirement of $50,000.




Results of Operations

If the purchase of ICC had occurred on January 1, 2001, the consolidated
results of operations would have reflected pro forma total revenues of
$1,121,643 and $3,549,936 and pro forma net loss of $660,995 and $1,350,141 for
the three and nine months ended September 30, 2001, respectively.

The company experienced a loss from operations for the three months ended
September 30, 2002. The loss is primarily attributable to the Companys focus
on growing asset management fees in the investment management segment through
the hiring of new sales professionals and an ongoing advertising and marketing
campaign and to significantly decreased investment banking revenues during the
period.

The Company has invested and plans to continue to focus and invest in both
the asset management and investment banking segments. ICM has several
portfolio styles, ranked by independent sources, in the top percentile of all
asset managers for both performance and risk control. The Company is investing
in human capital through the hiring of six asset management sales professionals
and four investment banking professionals and has sales promotion efforts,
through advertising and marketing, aimed at branding and broadening the
Companys investment management and investment banking market share and
presence.

Subsequent to September 30, 2002, ICM was selected by one of the nations
top securities firms as a top-tier asset manager for use by their more than
7,300 brokers in more than 700 offices throughout the world. In a further
effort to focus on asset management and investment banking, the Company exited
the retail brokerage operations in October 2002 through the termination of the
six employees involved exclusively with the retail brokerage operations and is
only maintaining the brokerage operations that aid the investment banking
business.

Although the Company is currently experiencing operational losses and is
expected to during the fourth quarter of 2002 as a result of its investments,
management projects the investments will justify the current expenses through
significant increases in its asset management and investment banking revenues
in 2003.

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##### Table of Contents



Three Months Ended September 30, 2002 Compared to the Three Months Ended September 30, 2001

Total revenues were $1,427,176 for the three months ended September 30,
2002, compared to $619,982 for the three months ended September 30, 2001,
representing a 130.2% increase.

Asset management fees increased $724,218, or 364.5%, to $922,897. Asset
management fees represent revenue earned by ICM for investment advisory
services. The fees earned are generally a function of the overall fee rate
charged to each account and the level of Assets Under Management (AUM).
Quarterly management fees are billed on the first day of each quarter based on
each account value at the market close of the prior quarter. AUM was $452.1
million at June 30, 2002, compared to $79.3 million at June 30, 2001. The
increase in asset management fees for the three months ended September 30, 2002
relates primarily to the increase in AUM as a result of the acquisition of ICC
in December 2001. AUM was $458.2 million at September 30, 2002, compared to
$74.1 million at September 30, 2001.

Investment banking revenues increased $182,427, or 244.1%, to $257,165.
Investment banking revenues represent fees earned by Ewing for providing
investment banking services to clients on corporate finance matters, including
mergers and acquisitions and the issuance of capital stock to the public. Such
revenues are dependent on the timing of services provided and are normally
received upon consummation of the underlying transaction. The increase is
primarily attributable to the FDIC contract, which accounts for approximately
46% of total investment banking revenue for the period.

Commissions decreased $117,011, or 35.3%, to $214,343. Commissions
represent revenue earned by Ewing from securities transactions conducted on
behalf of customers, including sales of mutual fund shares and variable
annuities. The decrease is primarily attributable to decreased transaction
volume as a result of the termination of several independent registered
representatives during December 2001 and to volatile market conditions.

Other income increased $17,560, or 115.4%, to $32,771. The increase is
primarily attributable to an increase in interest received from the higher
average cash balances invested in money markets and to re-negotiated fee
arrangements for investment-related recordkeeping services.

Total expenses were $2,566,650 for the three months ended September 30,
2002, compared to $877,971 for the three months ended September 30, 2001,
representing a 192.3% increase.

Salaries and employee benefits increased $834,488, or 183.1%, to
$1,290,145. Salaries and employee benefits represent fixed salaries,
commissions paid on securities transactions and investment banking revenues,
temporary staffing costs, and other related employee benefits. The increase is
primarily attributable to the acquisition of ICC employees and to salaries and
employee benefits associated with several newly hired regional ICM sales
professionals.

Brokerage and clearing expenses decreased $12,315, or 19.0%, to $52,551.
Brokerage and clearing expenses represent the securities transaction and other
costs paid to the clearing broker-dealer, and are related to commission revenue
earned by Ewing. The net decrease is primarily attributable to decreased
transaction volume.

Advertising and marketing expenses increased $189,418, or 218.5%, to
$276,113. The increase is primarily attributable to the travel and
entertainment expenses associated with new regional sales professionals and an
increase in ICMs advertising and marketing expenses associated with a new
advertising and marketing campaign aimed to attract prospective clients and to
inform them of ICMs top-tier investment performance.

Professional and regulatory expenses increased $414,065, or 517.6%, to
$494,059. The increase is primarily attributable to the legal and other costs
associated with the FDIC contract.

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Occupancy and maintenance expenses increased $88,629, or 97.4%, to
$179,614. The increase is primarily attributable to the acquisition of ICC in
December 2001 and to the opening of the Companys new office located in
Charlotte, North Carolina.

Interest expense increased $5,291, or 31.8%, to $21,923. The increase is
primarily attributable to interest on a note payable to a bank used for working
capital needs associated with the FDIC contract and interest on deferred
compensation arrangements.

Other expenses increased $112,717, or 183.6%, to $174,100. The increase
is primarily attributable to the acquisition of ICC in December 2001 and to the
opening of the Companys new office located in Charlotte, North Carolina.

Income tax benefit was $411,244 and is primarily attributable to the
Companys operating loss for the period. The effective tax rate for the three
months ended September 30, 2002 was 36.1%.

Nine Months Ended September 30, 2002 Compared to the Nine Months Ended September 30, 2001

Total revenues were $11,008,672 for the nine months ended September 30,
2002, compared to $2,044,952 for the nine months ended September 30, 2001,
representing a 438.3% increase.

Asset management fees increased $1,964,080, or 325.9%, to $2,566,658.
Asset management fees represent revenue earned by ICM and ICC for investment
advisory services. The fees earned are generally a function of the overall fee
rate charged to each account and the level of AUM. Quarterly management fees
are billed on the first day of each quarter based on each account value at the
market close of the prior quarter. AUM was $458.4, $475.5 and $452.1 million
at December 31, 2001, March 31, 2002 and June 30, 2002, respectively, compared
to $105.3, $84.6 and $79.3 million at December 31, 2000, March 31, 2001 and
June 30, 2001, respectively. The increase in asset management fees for the
nine months ended September 30, 2002 relates primarily to the increase in AUM
as a result of the acquisition of ICC in December 2001. AUM was $458.2 million
at September 30, 2002, compared to $74.1 million at September 30, 2001.

Investment banking revenues increased $7,145,784, or 2,093.2%, to
$7,487,170. Investment banking revenues represent fees earned by Ewing for
providing investment banking services to clients on corporate finance matters,
including mergers and acquisitions and the issuance of capital stock to the
public. Such revenues are dependent on the timing of services provided and are
normally received upon consummation of the underlying transaction. The
increase is primarily attributable to the FDIC contract, which accounts for
approximately 96% of total investment banking revenue for the period.

Commissions decreased $235,236, or 22.9%, to $790,273. Commissions
represent revenue earned by Ewing from securities transactions conducted on
behalf of customers, including sales of mutual fund shares and variable
annuities. The decrease is primarily attributable to decreased transaction
volume as a result of the termination of several independent registered
representatives during December 2001 and to volatile market conditions.

Other income increased $89,092, or 118.0%, to $164,571. The increase is
primarily attributable to an increase in interest received from the higher
average cash balances invested in money markets and to re-negotiated fee
arrangements for investment-related recordkeeping services.

Total expenses were $10,394,606 for the nine months ended September 30,
2002, compared to $2,799,041 for the nine months ended September 30, 2001,
representing a 271.48% increase.

Salaries and employee benefits increased $4,772,376, or 293.6%, to
$6,398,105. Salaries and employee benefits represent fixed salaries,
commissions paid on securities transactions and investment banking revenues,
temporary staffing costs, and other related employee benefits. The increase is

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primarily attributable to bonuses and temporary staffing costs associated
with the FDIC contract, to the acquisition of ICC employees, to severance
packages related to the integration of ICM and ICC, and to salaries and
employee benefits associated with several newly hired regional ICM sales
professionals.

Brokerage and clearing expenses decreased $35,883, or 18.0%, to $164,005.
Brokerage and clearing expenses represent the securities transaction and other
costs paid to the clearing broker-dealer, and are related to commission revenue
earned by Ewing. The net decrease is primarily attributable to decreased
transaction volume.

Advertising and marketing expenses increased $418,133, or 241.3%, to
$591,416. The increase is primarily attributable to the travel and
entertainment expenses associated with new regional sales professionals and an
increase in ICMs advertising and marketing expenses associated with a new
advertising and marketing campaign aimed to attract prospective clients and to
inform them of ICMs top-tier investment performance.

Professional and regulatory expenses increased $1,747,511, or 822.8%, to
$1,959,887. The increase is primarily attributable to the legal and other
costs associated with the FDIC contract.

Occupancy and maintenance expenses increased $219,703, or 80.7%, to
$491,966. The increase is primarily attributable to the acquisition of ICC in
December 2001 and to the opening of the Companys new office located in
Charlotte, North Carolina.

Interest expense increased $57,514, or 109.9%, to $109,848. The increase
is primarily attributable to interest on the AJG note prior to its conversion
into shares of the Companys Class A Cumulative Convertible Pay-In-Kind
Preferred Stock and to interest on a note payable to a bank used for working
capital needs associated with the FDIC contract.

Other expenses increased $290,045, or 146.5%, to $488,044. The increase
is primarily attributable to the acquisition of ICC in December 2001 and to the
opening of the Companys new office located in Charlotte, North Carolina.

Income tax expense was $134,696. Total tax expense was $275,171 and was
adjusted by the change in valuation allowance of $140,475, which is primarily
attributable to revised expectations regarding the ability to utilize the Companys net operating loss carryforward. The effective
tax rate for the nine months ended September 30, 2002 was 28.9%. The effective
tax rate was lower than the statutory rate due to a change in valuation
allowance of $140,475.




ITEM 3.       CONTROLS AND PROCEDURES

Based on his evaluation of the Companys disclosure controls and
procedures as of a date within 90 days of the filing of this Report, the
President and Chief Executive Officer of the Company has concluded that such
controls and procedures are effective. There were no significant changes in
the Companys internal controls or in other factors that could significantly
affect such controls subsequent to the date of their evaluation.

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PART II  OTHER INFORMATION




ITEM 1.       LEGAL PROCEEDINGS

There are no legal proceedings pending, or to the Companys knowledge,
threatened against the Company or any of its subsidiaries.




ITEM 2.       CHANGES IN SECURITIES AND USE OF PROCEEDS

None.




ITEM 3.       DEFAULTS UPON SENIOR SECURITIES

None.




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

None.




ITEM 5.       OTHER INFORMATION

None.




ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K



|(a) |  | Exhibits:
|--- |  | ---------

31.1
    
    Certification of the Companys Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of the Companys Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of the Companys Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of the Companys Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




|(b) |  | Reports on Form 8-K:
|--- |  | --------------------

The Company did not file any Current Reports on Form 8-K during the
quarter ended September 30, 2002.

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SIGNATURES AND CERTIFICATIONS

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

INTREPID CAPITAL CORPORATIONBy
    
    /s/ Mark F. TravisMark F. Travis, President and
Chief Executive OfficerDated: August 27, 2003


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EXHIBIT INDEX

31.1
    
    Certification of the Companys Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of the Companys Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of the Companys Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of the Companys Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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