SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 FORM 10-KSB/A
                                AMENDMENT NO. 1


[ ] ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT  OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

[ ] 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 001-16173
                            INTREPID HOLDINGS, INC.
       (Exact name of small business issuer as specified in its charter)

            NEVADA                                  88-0465858
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                   Identification No.)

3200 WILCREST AVE, SUITE 575
        HOUSTON, TEXAS                                  77042
  (Address of principal                               (Zip Code)
     executive offices)

       Registrant's telephone number, including area code: (713) 278-1990


           Securities registered pursuant to Section 12(b) of the Act:

          Title                  Name of each exchange on which registered
          -----                 -----------------------------------------
Common stock, $.001 par value                   NASDAQ OTC

        Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act.
                                 Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to  be  filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 [ ]

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-B  is  not contained herein, and will not 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.
                                 Yes [ ] No [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
                                 Yes [ ] No [X]

State issuer's revenues for its most recent fiscal year: $39,379

The  aggregate  market  value of the voting and non-voting common equity held by
non-affiliates of the registrant, based on the average of the bid and ask prices
on  December  31,  2005,  as reported by the Over the Counter Bulletin Board was
approximately  $9,907,246.  Shares  of  common  stock  held  by each officer and
director  and by each person who owns 5% or more of the outstanding Common Stock
have  been  excluded  in that such persons may be deemed to be affiliates.  This
determination  of affiliate status is not necessarily a conclusive determination
for  other  purposes.

There were 40,724,211 shares of the registrant's common stock issued and
outstanding as of February 28, 2006.

Documents Incorporated by Reference:   None

<PAGE>

                                EXPLANATORY NOTE

This  Amendment  No. 1 on Form 10KSB/A is being filed by Intrepid Holdings, Inc.
(the  "Company")  to  amend  the  Company's Annual Report on Form 10-KSB for the
period  ended  December 31, 2005 that was filed with the Securities and Exchange
Commission  (the  "SEC")  on  March  31,  2006  (the  "Original  Report").

This  Report  reflects  the  correction  of  certain typographical errors and an
inadvertent omission from the Company's previously issued condensed consolidated
financial  statements  at  and  for  the period ended December 31, 2005, and the
notes  related  thereto,  as  noted  below:

1)   pg F-2,  Condensed  Consolidated  Balance  Sheet  (Assets)

     Office  Equipment,  Net  -  Inadvertently  understated  by  $1.  Asset  has
     been  corrected  to  read  $12,116. Due to a rounding error in the Original
     Report,  Total  Assets  remains  $140,086.

2)   pg F-3, Condensed Consolidated Balance Sheet (Liabilities and Stockholders'
     Deficit)

     Accounts  Payable  -  Inadvertently  overstated  by  $1.  Current Liability
     has been corrected to read $53,086. Due to a rounding error in the Original
     Report,  Total  Liabilities  and  Stockholders'  Deficit  remains $140,086.

3)   pg F-6,  Condensed  Consolidated  Statement  of  Cash  Flows

     Accounts  Payable  -  Inadvertently  overstated  by $1. Change in Liability
     has  been  corrected  to  read $53,086. Due to correction, Net Cash Used in
     Operating  Activities  now  reads  $(646,806).

4)   pg F-6,  Condensed  Consolidated  Statement  of  Cash  Flows

     Purchases  of  Office  Equipment  -  Inadvertently  understated  by  $1.
     Change  in  Investment  Activity  has  been  corrected  to  read  $(9,752).
     Correction  caused  Net  Cash  Used  in  Investing  Activities  to now read
     $(29,752).

5)   pg F-18,  Note  10  Commitments

     The  table  showing  the  minimum  annual  rentals  under  non-cancelable
     operating  leases  of  more than one year in duration inadvertently omitted
     the  minimum  rentals  after  year  2010.  This  footnote  now includes the
     following  addition:

     Subsequent  to  2010  minimum  annual  rentals  under  non-cancelable
     operating  leases total $357,965 with an average monthly expense of $13,553
     to  $13,952.

<PAGE>

6)   pg F-19,  Note  13  Subsequent  Events

     In  the  paragraph  beginning  "As  of  February  28,  2006,  the  Company
     issued  1,076,166  shares  under"

     The  value  of  shares  disclosed  in  this  paragraph  was  inadvertently
     overstated  by $233,000. The proper value for the share issuances disclosed
     in  this  paragraph  has  been corrected to $484,083 ($717,083 - $233,000).

     This  also  changes  the  average  value  per  share  from  $.473  to $.45.

This  amendment  to  the Original Report does not reflect events occurring after
the  filing  of  the  Original  Report  and does not modify or update in any way
disclosures contained in the Original Report, other than as described above.  As
a  result of this 10KSB/A, the certifications pursuant to Section 302 and 906 of
the  Sarbanes-Oxley  Act of 2002, filed and furnished, respectively, as exhibits
to  the  Original  Report,  have been re-executed and re-filed as of the date of
this  Amendment.


ITEM 13 - EXHIBITS

The following documents are included or incorporated by reference as exhibits to
this report:

31.1 Certification  required  by  Rule  13a  -  14(1) or Rule 15d - 14(a) of the
     Securities  Exchange  Act of1934, as adopted pursuant to Section 302 of the
     Sarbanes-Oxley  Act  of  2002.*

32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and
     Section  1350  of  18  U.S.C.  63.*

---------------------------------------------
* Filed herewith.

<PAGE>

SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of 1934, the Company has duly caused this report to be signed on its behalf
by  the  undersigned,  thereunto  duly  authorized.

                                   Intrepid Holdings, Inc.



                               By:    /s/  Maurice R Stone
                                      -----------------------------
                                      Maurice R Stone
                                      Chairman & CEO
                                      (Principal Executive Officer and
                                      Principal Accounting Officer)


Date:  May 9, 2006

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

SIGNATURE                    TITLE                               DATE
---------                    -----                               ----

/s/  Maurice R Stone         Chairman & CEO                      May 9, 2006
--------------------------   (Principal Executive Officer
Maurice R Stone              and Principal Accounting
                             Officer)


/s/  Toney  E  Means         President/RxFS                      May 9, 2006
--------------------------   Director
Toney E Means


/s/  James H Shelton, III    Director                            May 9, 2006
--------------------------
James H Shelton, III


/s/  Dr. Ernest Carter, Jr.  Director                            May 9, 2006
--------------------------
Dr. Ernest Carter, Jr.

<PAGE>


                                                         INTREPID HOLDINGS, INC.
                                                                AND SUBSIDIARIES
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                                                        CONTENTS
--------------------------------------------------------------------------------

                                                                            Page
                                                                            ----

REPORT  OF  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM                F-1

CONSOLIDATED  FINANCIAL  STATEMENTS

Consolidated  Balance  Sheet  as  of  December  31,  2005              F-2 - F-3

Consolidated  Statement  of  Operations
    for  the period from inception, April 27, 2005, to December 31, 2005     F-4

Consolidated  Statement  of  Changes  in  Stockholders'  Deficit
    for  the period from inception, April 27, 2005, to December 31, 2005     F-5

Consolidated  Statement  of  Cash  Flows
    for the period from inception, April 27, 2005, to
    December 31, 2005                                                  F-6 - F-7

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS                        F-8 - F-20

<PAGE>

HAM,
  LANGSTON &
   BREZINA, L.L.P.
Certified Public Accountants


             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------


To  the  Board  of  Directors  and  Stockholders
Intrepid  Holdings,  Inc.

We  have  audited  the  accompanying  consolidated  balance  sheet  of  Intrepid
Holdings, Inc. and Subsidiaries (the "Company") (a development stage enterprise)
as  of December 31, 2005, and the related consolidated statements of operations,
changes  in  stockholders' deficit and cash flows for the period from inception,
April  27,  2005, to December 31, 2005.  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 the standards of the Public Company
Accounting Oversight Board (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 consolidated financial statements referred to above present
fairly,  in  all material respects, the financial position of Intrepid Holdings,
Inc. and Subsidiaries as of December 31, 2005, and the results of its operations
and  its  cash  flows for the period from inception, April 27, 2005, to December
31,  2005  in  conformity  with  accounting principles generally accepted in the
United  States  of  America.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 2 to the financial
statements, the Company has suffered a net loss and had negative cash flows from
operations  for  the period from inception, April 27, 2005, to December 31, 2005
and  is  in a working capital deficit position.  These factors raise substantial
doubt  about  the  Company's  ability  to  continue  as  a  going  concern.  The
accompanying  financial  statements  do  not  include any adjustments that might
result  from  the  outcome  of  this  uncertainty.


Houston, Texas
March 24, 2006

                                     F-1
<PAGE>

<TABLE>
<CAPTION>
                                                         INTREPID HOLDINGS, INC.
                                                                AND SUBSIDIARIES
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                                      CONSOLIDATED BALANCE SHEET
                                                      --------------------------

ASSETS
------
                                                              December 31, 2005
                                                             ------------------
<S>                                                                   <C>
CURRENT ASSETS
Cash                                                         $           31,784
Accounts receivable, less allowance for doubtful
  accounts of $125                                                        7,040
Inventory                                                                10,878
Prepaid Expenses                                                         15,711
                                                             ------------------

                                                                         65,413
                                                             ------------------

OFFICE EQUIPMENT, Net                                                    12,116
--------------------

OTHER ASSETS
------------
Intangible Property - Licenses                                           50,000
Deposits                                                                 12,557
                                                             ------------------

Total Other Assets                                                       62,557
                                                             ------------------

TOTAL ASSETS                                                 $          140,086
                                                             ==================
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                   statements.
                                     F-2
<PAGE>

<TABLE>
<CAPTION>

                                                         INTREPID HOLDINGS, INC.
                                                                AND SUBSIDIARIES
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                                      CONSOLIDATED BALANCE SHEET
                                                      --------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
                                                               December 31, 2005
                                                             -------------------
<S>                                                                 <C>
CURRENT LIABILITIES
-------------------
Accounts Payable                                             $           53,086
Other Current Liabilities                                               102,481
Notes Payable to Stockholders                                           664,149
Advances from a Third Party                                             279,193
                                                             -------------------
Total Current Liabilities                                             1,098,909
                                                             -------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS'  DEFICIT
----------------------
Preferred Stock, $.001 par value, 1 million shares
  authorized; no shares issued and outstanding                                -
Common Stock, $.001 par value, 100 million shares
  authorized; 37,384,045 shares issued and outstanding                   37,384
Additional paid-in capital                                              268,911
Deficit Accumulated During the Development Stage                     (1,265,118)
                                                             -------------------

TOTAL STOCKHOLDERS' DEFICIT                                            (958,823)
                                                             -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                  $          140,086
                                                             ===================
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                   statements.
                                     F-3
<PAGE>

<TABLE>
<CAPTION>

                                                         INTREPID HOLDINGS, INC.
                                                                AND SUBSIDIARIES
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                            CONSOLIDATED STATEMENT OF OPERATIONS
                                            ------------------------------------

                                                                Period from
                                                                 Inception,
                                                             April 27, 2005 to
                                                             December 31, 2005
                                                            -------------------
<S>                                                                 <C>
REVENUES                                                    $           39,379
--------                                                    -------------------

COST OF REVENUES                                                        28,986
----------------                                            -------------------

GROSS PROFIT                                                            10,393

EXPENSES
--------
Payroll, Contract Labor & Consultants                                  599,256
Selling, general and administrative expenses                           213,871
                                                            -------------------
OPERATING LOSS                                                        (802,734)
                                                            -------------------

Interest expense                                                      (435,616)
Loss on Conversion of Notes Payable                                    (26,768)
                                                            -------------------

NET LOSS                                                    $       (1,265,118)
                                                            ===================

NET LOSS PER SHARE:
-------------------

Common Stock:
-------------
Basic and Diluted Net Loss Per Share                        $            (0.03)
                                                            ===================

Denominator for Basic and Diluted Net Loss Per Share
  Weighted Average Number of
   Common Shares Outstanding                                        36,985,086
                                                            ===================
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                   statements.
                                     F-4
<PAGE>

<TABLE>
<CAPTION>
                                                                                           INTREPID HOLDINGS, INC.
                                                                                                  AND SUBSIDIARIES
                                                                                  (A DEVELOPMENT STAGE ENTERPRISE)
                                                        CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                                                        ----------------------------------------------------------

                                                                             Deficit
                                                                          Accumulated
                                                              Additional   During the    Treasury         Total
                                           Common Stock        Paid-In     Development    Stock       Stockholders'
                                         Shares      Amount     Capital      Stage      Receivable      Deficit
                                       ----------------------------------------------------------------------------
<S>                                        <C>        <C>        <C>           <C>        <C>             <C>
BALANCE, AT INCEPTION - April 27, 2005 10,240,000  $  10,240    (10,240)                               $         -
                                       ----------  ---------   ----------   ---------   -----------     -----------
Adjustment for Costs Paid by Shareholder                          6,500                                      6,500

Option to Purchase Treasury Stock                                                         (400,000)       (400,000)

Deferred Debt Issuance Costs                                    400,000                                    400,000

Effect of Recapitalization             26,525,188     26,525    (26,525)                                         -

Interest Imputed on Non-Interest
  Bearing Notes Payable                                          26,884                                     26,884

Common Stock Issued for Purchase
  of Assets of One Stop Prescriptions     100,000        100     33,500                                     33,600

Common Stock Issued Upon Conversion
  of Notes Payable and Accrued Interest   418,857        419    193,892                                    194,311

Common Stock Issued for Consulting
  Services                                100,000        100     44,900                                     45,000

Cancellation of Option to Purchase
  Treasury Stock                                               (400,000)                   400,000               -

Net loss                                       --         --         --    (1,265,118)          --      (1,265,118)
                                       ----------  ---------   ----------   ---------   -----------     -----------

BALANCE - December 31, 2005            37,384,045  $  37,384    268,911   $(1,265,118)    $     --     $  (958,823)
                                       ----------  ---------   ----------   ---------   -----------     -----------
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                   statements.
                                     F-5
<PAGE>

<TABLE>
<CAPTION>
                                                         INTREPID HOLDINGS, INC.
                                                                AND SUBSIDIARIES
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                            CONSOLIDATED STATEMENT OF CASH FLOWS
                                            ------------------------------------

                                                               Period from
                                                                Inception,
                                                            April 27, 2005 to
CASH FLOWS FROM OPERATING ACTIVITIES                        December 31, 2005
------------------------------------                      -------------------
<S>                                                                <C>
 Net Loss                                                  $       (1,265,118)

Adjustments to reconcile net loss to net
    cash used in continuing operating activities:
   Amortization of Deferred Debt Issuance Costs                       400,000
   Interest Imputed on Non-Interest Bearing Notes Payable              26,884
   Interest Converted to Common Stock                                   2,542
   Depreciation                                                         1,237
   Costs Paid by Shareholder                                            6,500
   Loss on Conversion of Notes Payable                                 26,768
   Stock issued for Consulting Services                                45,000
Changes in operating assets and liabilities:
   Accounts Receivable                                                 (7,040)
   Inventories                                                        (10,878)
   Deposits                                                           (12,557)
   Prepaid Expenses                                                   (15,711)
   Accounts Payable                                                    53,086
   Other Current Liabilities                                          102,481
                                                           -------------------

NET CASH USED IN OPERATING ACTIVITIES                      $         (646,806)
                                                           -------------------

CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
   Purchases of Office Equipment                                       (9,752)
   Purchase of Pharmacy Licenses                                      (20,000)
                                                           -------------------
NET CASH USED IN INVESTING ACTIVITIES                      $          (29,752)
                                                           -------------------

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
Note Proceeds                                                         763,140
Note Principal Payments                                               (54,798)
                                                           -------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                  $          708,342
                                                           -------------------

NET INCREASE IN CASH                                                   31,784

CASH - Beginning                                                            -
----                                                       -------------------

CASH - Ending                                              $           31,784
----                                                       ===================
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                   statements.
                                     F-6
<PAGE>

<TABLE>
<CAPTION>

                                                         INTREPID HOLDINGS, INC.
                                                                AND SUBSIDIARIES
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                 CONSOLIDATED STATEMENT OF CASH FLOWS, Continued
                                 -----------------------------------------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
-------------------------------------------------

                                                                  Period from
                                                                  Inception,
                                                              April 27, 2005 to
                                                              December 31, 2005
                                                             -------------------
<S>                                                                  <C>
Cash paid for:
  Interest                                                   $            2,227
                                                             ===================
  Income Taxes                                               $                -
                                                             ===================
Non-cash investing and financing activities:
  Note Payable for Option to Purchase Treasury Stock         $          400,000
                                                             ===================
  Debt and Interest Converted to Common Stock                $          165,000
                                                             ===================
  Common Stock Issued for Acquisition of Assets              $           33,600
                                                             ===================
  Capitalization of Deferred Debt Issuance Costs             $         (400,000)
                                                             ===================
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                   statements.
                                     F-7
<PAGE>

                                                         INTREPID HOLDINGS, INC.
                                                                AND SUBSIDIARIES
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      ------------------------------------------

NOTE  1  -  Description  of  Company
            ------------------------

Intrepid  Holdings, Inc. (Intrepid) was originally incorporated in March 1997 as
Sphinx Industries, Inc., a Nevada corporation.  From inception, Intrepid changed
its  name  from Sphinx Industries, Inc. to AutoFund Servicing, Inc. and, in July
2004,  to  Intrepid  Holdings,  Inc.

Prior  to the April 27, 2005 recapitalization, Intrepid was a shell company with
no  assets  or  liabilities.

On  April  27,  2005,  Intrepid entered into an agreement to purchase 100% of Rx
Fulfillment  Services,  Inc. (RxFS), a privately owned Texas corporation.  These
assets, which included certain contracts and contractual rights owned by RxFS to
provide  pharmacy  services and pharmacy fulfillment services, were purchased in
exchange  for  26,525,188  shares of Intrepid's common stock.  These assets were
placed  in  a  wholly-owned  subsidiary  simultaneously  created as part of this
transaction  called  Rx Fulfillment Services, a Nevada corporation.  As a result
of  this  transaction,  the  shareholders  and  managers  of the privately owned
company  (RxFS)  gained  control of the public company (Intrepid) resulting in a
recapitalization  of  the  Company.  Therefore,  the  historical  consolidated
financial  statements  presented  herein  are  those  of  RxFS.

On  August  3,  2005,  Intrepid acquired One Stop Prescriptions #2 (One Stop), a
Texas  Corporation. One Stop operates a retail pharmacy in Houston, Texas and is
licensed  to  provide  mail  order  prescription  services  in  20  states. This
acquisition  is  operated by RxFS and allows RxFS to develop mail order pharmacy
services in the 20 states in which One Stop is currently licensed.

The  accompanying  consolidated  financial  statements  include  the accounts of
Intrepid  and  its  wholly-owned  subsidiaries, RxFS and One Stop (together, the
Company).  All  significant  inter-company  accounts  and transactions have been
eliminated.

Although  the  Company  has commenced operations, it remains a development stage
enterprise  until  significant  revenues  are realized.  The Company has devoted
substantially  all  of  its  recent  efforts  to  pharmacy  operations,  product
development,  financial  planning,  raising  capital and developing its business
plan.

NOTE  2  -  Management  Plans  and  Going  Concern
            --------------------------------------

The  Company  has  sustained a substantial operating loss of $802,734 during the
period  from  inception,  April  27,  2005  through December 31, 2005, and as of
December  31,  2005, had an accumulated deficit of $1,265,118.  In addition, the
Company  has  negative  cash flows from operations of $646,805 during the period
from  inception,  April 27, 2005 through December 31, 2005 and a working capital
deficit  of  $1,033,496  as  of  December  31,  2005.

                                     F-8
<PAGE>
                                                         INTREPID HOLDINGS, INC.
                                                                AND SUBSIDIARIES
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      ------------------------------------------

These  factors raise a substantial doubt about the Company's ability to continue
as  a  going  concern.  The accompanying financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.

The  Company  is  a holding company that recently acquired contractual rights to
provide  pharmacy  fulfillment,  technical, and marketing services to vendors of
medical software and Web services being marketed to medical professionals in the
U.S.  The  RxFS  subsidiary  operates  a  working  pharmacy which is licensed in
twenty  states  and began actively filling prescriptions in September, 2005.  In
addition, the Company is exploring other opportunities that management feels may
fit within the structure of the Company. The Company does not have the resources
at  this time to repay its credit and debt obligations, make any payments in the
form  of  dividends  to  its  shareholders or fully implement its business plan.
Without  additional capital, the Company will not be able to remain in business.

In  addition  to operational expenses as the Company executes its business plan,
it  is  incurring  expenses  related  to  maintaining  its  public  reporting
requirements.  In  order  to  finance these expenditures, the Company has raised
capital in the form of debt which will have to be repaid, as discussed in detail
below.  The  Company has depended on shareholder loans for much of its operating
capital.  The  Company  will  need to raise capital in the next twelve months in
order  to  remain  in  business.

Management anticipates that significant dilution will occur as the result of any
future sales of the Company's common stock and this will reduce the value of its
outstanding shares. The Company cannot project the future level of dilution that
will  be  experienced  by investors as a result of its future financings, but it
will  significantly  affect  the  value  of  its  shares.

Management has plans to address the Company's financial situation as follows:

In  the  near  term,  Management plans to continue to focus on raising the funds
necessary  to  fully implement the Company's business plan.  Management believes
that  the  major  shareholders  will continue to advance the capital required to
meet  the Company's financial obligations.  There is no assurance, however, that
the shareholders will continue to advance capital to the Company or that the new
business operations will be profitable.  The possibility of failure in obtaining
additional  funding  and  the potential inability to achieve profitability raise
doubts  about  the  Company's  ability  to  continue  as  a  going  concern.

In  the  long  term, Management believes that the Company's previously announced
projects  and initiatives will be successful and will provide significant profit
to  the  Company  which  will  used  to  finance  the  Company's  future growth.

                                      F-9
<PAGE>
                                                         INTREPID HOLDINGS, INC.
                                                                AND SUBSIDIARIES
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      ------------------------------------------

There  can  be  no  assurances  that  the  Company's  planned activities will be
successful,  or  that  the  Company  will  ultimately attain profitability.  The
Company's  long term viability depends on its ability to obtain adequate sources
of  debt or equity funding to meet current commitments and fund the continuation
of  its business operations and the ability of the Company to ultimately achieve
adequate profitability and cash flows from operations to sustain its operations.

NOTE  3  -  Summary  of  Significant  Accounting  Policies
            ----------------------------------------------

MANAGEMENT  ESTIMATES  -  The  preparation of financial statements in conformity
with  accounting  principles  generally accepted in the United States of America
requires  management  to make estimates and assumptions that affect the reported
amounts  of  assets  and  liabilities  and  disclosures of contingent assets and
liabilities  at the date of the financial statements and the reported amounts of
revenues  and  expenses  during the reporting period.  While it is believed that
such  estimates  are  reasonable, actual results could differ significantly from
those  estimates.

CASH  AND  CASH  EQUIVALENTS  - The Company considers all short-term investments
having  maturities  of  three  months or less at the date of purchase to be cash
equivalents.

INVENTORY  -  Inventory  consisting  primarily of merchandise held for resale is
stated  at  the  lower  of  cost,  determined on a first in, first out basis, or
market.

OFFICE  EQUIPMENT - Office equipment is stated at cost. Depreciation is provided
over  the  estimated useful lives of three to five years using the straight-line
method.  Upon  sale or retirement, the cost and related accumulated depreciation
are  eliminated  and  any resulting gain or loss is included in the statement of
operations.  At  December  31, 2005, the cost of office equipment is $13,353 and
accumulated depreciation and depreciation expense is $1,237.

INTANGIBLE  ASSETS  --  Intangible  assets consist of various licenses deemed to
have  indefinite  useful  lives  to  operate  pharmacies  and to be able to sell
controlled  substances  within  those  pharmacies.  The  Company  follows  the
provisions  of  Statement  of  Financial  Accounting Standards ("SFAS") No. 142,
"Goodwill  and  Other  Intangibles  Assets,"  for  intangible assets. Under this
standard, intangible assets with indefinite useful lives are no longer amortized
to expense, but instead are tested for impairment at least annually. Significant
estimates  used  in  the  impairment  valuation  include estimates of discounted
future  earnings, future growth rates and current market capitalization adjusted
for  thin  trading  volume.

                                      F-10
<PAGE>
                                                         INTREPID HOLDINGS, INC.
                                                                AND SUBSIDIARIES
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      ------------------------------------------

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS  -  The  Company  includes  fair  value
information  in  the  notes  to  financial statements when the fair value of its
financial  instruments  is  different  from the book value.  When the book value
approximates  fair  value,  no  additional  disclosure  is  made.

CONCENTRATION  OF  CREDIT RISK - Financial instruments which subject the Company
to  concentrations of credit risk include cash and cash equivalents and accounts
receivable.

The  Company  maintains  its  cash  in  well  known  banks  selected  based upon
management's  assessment  of  the  banks'  financial  stability.  Balances
periodically  exceed  the  $100,000 federal depository insurance limit; however,
the  Company  has  not  experienced  any  losses  on  deposits.

Accounts  receivable  generally  arise  from  sales of inventory and services to
various  individuals  and  companies  throughout  the  country.  Collateral  is
generally  not required for credit granted.  The Company provides allowances for
potential  credit losses when necessary.  There is a $125 allowance for doubtful
accounts  at  December  31,  2005.

See  Note  12  for  major  suppliers.

LONG-LIVED  ASSETS  -  The  Company  periodically assesses the recoverability of
long-lived  assets,  when  there  are  indicators  of  potential  impairment, by
measuring  the  carrying amount of the assets against the estimated undiscounted
future  cash  flows  associated with them. At the time such evaluations indicate
that  the  future  undiscounted  cash flows of certain long-lived assets are not
sufficient to recover the carrying value of such assets, the assets are adjusted
to  their  fair  values. The Company does not believe that any long-lived assets
are  impaired  at December 31, 2005, based on the estimated future cash flows of
the Company.

INCOME  TAXES  -  Deferred  taxes  result from temporary differences between the
financial  statement and income tax bases of assets and liabilities. The Company
adjusts  the  deferred  tax  asset  valuation allowance based on judgments as to
future realization of the deferred tax benefits supported by demonstrated trends
in  the  Company's  operating  results.

DEBT ISSUANCE COSTS - Debt issuance costs are deferred and recognized, using the
interest  method,  over  the  term  of  the  related  debt.

LOSS  PER  SHARE - Basic loss per share is computed on the basis of the weighted
average number of shares of common stock outstanding during each period. Diluted
loss  per  share  is  calculated  by  adjusting the outstanding shares by common
equivalent  shares  from  common  stock options and warrants. As of December 31,
2005 the Company did not have any common equivalent shares.

                                      F-11
<PAGE>
                                                         INTREPID HOLDINGS, INC.
                                                                AND SUBSIDIARIES
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      ------------------------------------------

REVENUE RECOGNITION - At this time the Company derives revenues principally from
the  pharmacy  business.  In  general,  the Company collects a co-payment at the
time  of  delivery  and bills the remaining amount to either a private insurance
agency or through one of several governmentally subsidized programs.  Revenue is
fully  recognized  by  the  Company  when  the  product has been accepted by the
customer.

STOCK BASED COMPENSATION - The Company accounts for employee stock options using
the  intrinsic  value  method  prescribed in Accounting Principles Board Opinion
(APB)  No.  25,  "Accounting for Stock Issued to Employees", and has adopted the
disclosure-only  alternative  of  SFAS  No.  123,  "Accounting  for  Stock-Based
Compensation",  as  amended  by  SFAS  No.  148,  "Accounting  for  Stock-Based
Compensation-Transition  and  Disclosure".

IMPACT  OF  RECENTLY  ISSUED  ACCOUNTING  STANDARDS

In  November 2004, the FASB issued SFAS No. 151, "Inventory Costs", an amendment
of  Accounting  Research  Bulletin No. 43, Chapter 4. SFAS No. 151 clarifies the
accounting  for  abnormal  amounts  of  idle facility expense, freight, handling
costs  and  wasted  material.  SFAS  No.  151  is  effective for inventory costs
incurred during fiscal years beginning after June 15, 2005. The adoption of SFAS
No.  151  is  not  expected to have a material effect on the Company's financial
position,  results  of  operations  or  cash  flows.

In  December  2004,  the FASB issued SFAS No. 123R, Share-Based Payment. SFAS No
123R is a revision of SFAS No. 123, Accounting for Stock Based Compensation, and
supersedes  APB 25. Among other items, SFAS No.123R eliminates the use of APB 25
and  the  intrinsic  value  method  of  accounting,  and  requires  companies to
recognize  the  cost  of  employee  services  received in exchange for awards of
equity  instruments,  based on the grant date fair value of those awards, in the
financial statements. The effective date of SFAS No. 123R is the first reporting
period  beginning  after  December15,  2005.  SFAS No. 123R permits companies to
adopt  its  requirements  using  either  a  "modified  prospective"  method,  or
"modified  retrospect"  method.  Under  the  "modified  prospective"  method,
compensation  cost  is  recognized in the financial statement beginning with the
effective  date,  based on the requirements of SFAS No. 123R for all share-based
payments granted after that date, and based on the requirements of SFAS No. 123R
for  all  unvested  awards granted prior to the effective date of SFAS No. 123R.
Under  the  "modified  retrospective"  method,  the requirements are the same as
under  the  "modified prospective" method, but this method also permits entities
to  restate  financial  statements  of  previous  periods  based  on  proforma
disclosures made in accordance with SFAS No. 123R. The Company adopted SFAS 123R
effective  January  1, 2006, using the modified prospective method. Accordingly,
any  options  issued  subsequent  to January 1, 2006 will be accounted for under
SFAS 123R.

                                      F-12
<PAGE>
                                                         INTREPID HOLDINGS, INC.
                                                                AND SUBSIDIARIES
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      ------------------------------------------

In  December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets
-  An Amendment of APB Opinion No. 29. SFAS No. 153 amends APB Opinion No. 29 to
eliminate  the exception for exchanges of similar productive assets and replaces
it with a general exception for exchanges of nonmonetary assets that do not have
commercial  substance.  SFAS  No.  153  is  to  be  applied  prospectively  for
nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005.
The Company's adoption of SFAS No. 153 is not expected to have a material impact
on  its  financial  position  or  results  of  operations.

In  May  2005,  the  FASB  issued  SFAS  No.  154,  Accounting Changes and Error
Corrections-a  replacement of APB Opinion No. 20 and FASB Statement No. 3.  This
Statement replaces APB Opinion No.20, Accounting Changes, and FASB Statement No.
3, Reporting Accounting Changes in Interim Financial Statements, and changes the
requirements  for  the  accounting  for  and reporting of a change in accounting
principle.  This  Statement  applies  to  all  voluntary  changes  in accounting
principle.  It  also  applies to changes required by an accounting pronouncement
in  the  unusual  instance  that  the  pronouncement  does  not include specific
transition  provisions.  This  Statement is effective for fiscal years beginning
after December 15, 2005.  The adoption of this statement is not expected to have
a  material impact on the Company's financial position or results of operations.

NOTE 4 - Acquisition
         -----------

On  August  3, 2005 the Company acquired One Stop Prescriptions #2 (One Stop), a
Texas  Corporation. One Stop operates a retail pharmacy in Houston, Texas and is
licensed  to  provide  mail  order  prescription  services  in  20  states. This
acquisition  is  operated by RxFS and allows RxFS to develop mail order pharmacy
services  in the 20 states in which One Stop is currently licensed. The purchase
price was paid with $20,000 in cash and the issuance of 100,000 shares of common
stock valued at $33,600 based on the quoted market price of the Company's common
stock  on  the  date  of  the  acquisition.  The  assets acquired were valued at
$53,600. The purchase price was allocated as follows:

     Pharmacy  licenses                   $   40,000
     Controlled  substance  licenses          10,000
     Equipment,  hardware  and  inventory      3,600
                                        ------------
     Total                                $   53,600
                                        ============

                                      F-13
<PAGE>
                                                         INTREPID HOLDINGS, INC.
                                                                AND SUBSIDIARIES
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      ------------------------------------------

NOTE  5  -  Other  Current  Liabilities
            ---------------------------

Other  current  liabilities  at  December  31,  2005  consist  of the following:

     Accrued  Payroll                     $   94,000
     Other                                     8,481
                                        ------------
     Total                                $  102,481
                                        ============

NOTE  6  -  Advances  from  Third  Parties
            ------------------------------

     As  of  December  31,  2005  the  Company had received non-interest bearing
advances  from  a  third  party  totaling  $279,193.

NOTE 7 - Notes Payable
         -------------

<TABLE>
<CAPTION>
                                                                  Imputed   Outstanding
                                            Interest  Maturity    Interest    Balance
Maker                Relationship    Date     Rate      Date     12/31/2005  12/31/2005
-------------------  ------------  ---------  -----  ----------  ----------  ----------
<S>                     <C>           <C>        <C>    <C>         <C>         <C>
Galleria Securities  Shareholder   4/27/2005    (1)   1/1/2006       20,667     375,000
Maurice Stone        Chairman      5/31/2005    (1)     (2)           1,333      25,000
Eddie Austin         Shareholder   5/31/2005    (1)     (2)           4,607      88,750
Daryl Webster        Employee      5/31/2005    (1)     (2)             277       5,196
James Shelton        Director       6/5/2005     6%     (2)               -      68,202
Austin Law Firm                    9/28/2005     8%  3/28/2006            -     102,001
                                                                 ----------------------
TOTALS                                                               26,884     664,149
                                                                 ======================
<FN>

(1) Notes bear no stated interest; however, interest is imputed based on a rate of 8%
(2) Notes are uncollateralized and do not contain a specified maturity date.  They are
fully callable by the maker.
</TABLE>

On  April  27,  2005,  the  Company  executed a promissory note in the amount of
$400,000 (the Galleria Note) in favor of Galleria Securities, Inc. (Galleria) in
order  to  purchase  5,000,000  shares  of  the  Company's  common stock held by
Galleria  for  $.0001  per  share  which  is contingent upon the Company meeting
certain milestones.  The terms of the Galleria Note require that the Company pay
down  the  note  by  applying  50%  of the net proceeds of any private placement
undertaken until such time as the note is paid in full.  While the Galleria Note
was  originally due in full on October 21, 2005, on September 15, 2005, Galleria
agreed  to  an  extension of the maturity date until January 1, 2006.  Since the
purchase  price of  $0.0001 was less than the fair market value of the Company's
common  stock of $0.40, which was determined based on the quoted market price of
the  Company's common stock on the date of the transaction, the Company recorded
deferred  debt  issuance  costs  of $400,000 which were to be amortized over the
three term of the underlying agreement.  From inception, April 27, 2005, through
December 31, 2005 the Company amortized $400,000 of these deferred debt issuance
costs  as  interest  expense  in  the  accompanying  statement  of  operations.

The Galleria Note was secured by 18,889,210 shares of the Company's common stock
owned  by  individual shareholders of the Company. Should the Company default on
the Galleria Note and Galleria foreclose on the pledged security, Galleria would
become  greater  than  a  50%  shareholder of the Corporation and would have the
power to elect the Board of Directors and determine the direction of the

                                      F-14
<PAGE>
                                                         INTREPID HOLDINGS, INC.
                                                                AND SUBSIDIARIES
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      ------------------------------------------

Company.  At December 31, 2005, Galleria owned 7,450,000 shares or approximately
20%  of  the  Company's  common  stock.  Effective  January  1,  2006  certain
shareholders  of  the  Company  purchased  this obligation from Galleria for the
outstanding  principal  balance  amount  of  $375,000.  Upon  purchase  of  the
obligation,  these  shareholders became the beneficiaries of 5,000,000 shares of
the  Company's  common stock held by Galleria. In addition, through the purchase
of  the  Galleria  Note,  the  security  interest  in 18,889,210 shares owned by
individual shareholders of the Company was released by Galleria.

Due  to  the  nature of this transaction the Company has recorded the effects of
the  new  agreement  in its 2005 financial statements as if the transactions had
occurred  prior  to  December  31,  2005.

As  a  result of this transaction, the Company completely wrote off the deferred
debt  issuance  costs  recorded in connection with the original Galleria Note of
$400,000  as  of  December  31,  2005.  In  addition,  the Company wrote-off the
treasury  stock  receivable  that  was  recorded in connection with the original
Galleria  Note  since  the  5,000,000  shares  were  transferred directly to the
purchasers  of  the  Note  and  not returned to the Company as treasury stock as
originally agreed. The effect of this write-off of $400,000 was recorded through
additional paid-in-capital.

From inception, April 27, 2005, through December 31, 2005, the Company converted
four  unsecured  promissory  notes  totaling  $165,000  together  with $2,542 of
accrued  interest  into  418,857 shares of our common stock with a fair value of
$194,310  based  on the quoted market price of the Company's common stock, which
resulted  in  a  $26,768  loss  on  conversion  of  the  notes  payable.

At  this  time  the Company does not have the resources to comply with the terms
and  payment  conditions of its outstanding credit and debt obligations. Without
additional  capital,  the Company will not remain in business and will be unable
to  pay  its  credit  and  debt  obligations.

                                      F-15
<PAGE>
                                                         INTREPID HOLDINGS, INC.
                                                                AND SUBSIDIARIES
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      ------------------------------------------

NOTE 8 - Income Taxes
         ------------

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities, at December 31, 2005, were as
follows:

     Deferred  tax  assets:
       Net  operating  loss  carry-forwards        $  263,954
                                                   ----------
         Total  deferred  tax  assets                 263,954
         Valuation  allowance                        (259,891)
                                                   -----------
         Net  deferred  tax  asset                      4,063

     Deferred  tax  liabilities:
       Property  and  equipment                    $  (4,063)
                                                   ----------
         Total  deferred  tax  liabilities            (4,063)
                                                   ----------
           Net  deferred  tax  asset               $      -
                                                   ==========

The  difference  between  the income tax provision (benefit) in the accompanying
statement  of  operations  and  the amount that would result if the U.S. Federal
statutory  rate  of  34%  were  applied  to  pre-tax  loss  for  the period from
inception,  April  27,  2005  to  December  31,  2005  is  as  follows:

<TABLE>
<CAPTION>
                                                                     AMOUNT    PERCENT
                                                                    ---------  -------
<S>                                                                   <C>        <C>
Benefit for income tax at federal statutory rate                  $(430,140)     (34.0)
Increase in valuation allowance                                      259,891      20.5
Amortization of deferred debt issuance costs                         136,000      10.7
Stock issued for compensation                                         15,300       1.2
Interest imputed on non-interest bearing notes payable                 9,141       1.0
Loss on conversion of notes payable                                    9,101        .6
Other                                                                    707       0.0
                                                                    ---------  -------
                                                                    $      -       0.0
                                                                    =========  =======
</TABLE>

As  of  December  31,  2005, for U.S. federal income tax reporting purposes, the
Company  has  approximately  $776,300  of  unused  net operating losses ("NOLs")
available  for  carryforward  to future years.  The benefit from carryforward of
such  NOLs  will expire during the year ended December 31, 2025.  Because United
States  tax  laws  limit  the time during which NOL carryforwards may be applied
against  future taxable income, the Company may be unable to take full advantage
of  its  NOL for federal income tax purposes should the Company generate taxable
income.  Further,  the  benefit  from  utilization of NOL carryforwards could be

                                      F-16
<PAGE>
                                                         INTREPID HOLDINGS, INC.
                                                                AND SUBSIDIARIES
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      ------------------------------------------

subject  to  limitations  due  to material ownership changes that may or may not
occur  in  the  Company.  Based on such limitations, the Company has significant
NOL's  for  which  realization  of  tax  benefits  is  uncertain.

NOTE 9 - Stockholders' Deficit
         ---------------------

Preferred  Stock
----------------
Our  authorized preferred stock consists of 1,000,000 shares of stock, $.001 par
value  per  share.  As  of  December  31, 2005, there are no shares of preferred
stock  outstanding.  The  Company's  preferred  stock  ranks senior to all other
equity  securities, including common stock.  Dividends, when, as and if declared
by  the  board  of  directors,  shall  be  paid out of funds at the time legally
available  for  such  purpose.

Common  Stock
-------------
During  2005, the Company entered into a consulting agreement for services to be
rendered  related  to  the formation of Community Allied Development Corporation
and  issued  100,000  shares of common stock valued at $.45 per share or $45,000
based  on  the  quoted market price of the Company's common stock on the date of
the  agreement.

Stock  Option  Plan
-------------------
Effective  October  15,  2005 the Company's Board of Directors adopted the "2005
Stock Plan for Directors, Officers, and Consultants", subject to approval by the
Company's  stockholders  within  12  months of the date of adoption.  A total of
3,000,000  shares of common stock are reserved for issuance under the Plan.  The
purpose  of  the  Plan  is  to  provide eligible persons who participate with an
opportunity to acquire a proprietary interest in the Company as an incentive for
them  to  remain  in  the  service  of  the  Company.  Eligible  persons include
employees, non-employee members of the Board of Directors, consultants and other
independent  advisors  who  provide services to the Company.  As of December 31,
2005,  the  Company  had  not  granted any shares of its common stock under this
plan.

NOTE 10 - Commitments
          -----------

On  April 27, 2005, the Company entered into a consulting agreement for services
related  to strategic planning and business development with American Enterprise
Development  Corporation  (AEDC),  a  Houston,  Texas based business development
company.  The  Company  agreed  to  pay  $3,000  per  month  for eighteen months
beginning  May 1, 2005 and to accrue the amount of this consulting fee until the
Company  obtains  sufficient operating capital to pay it.  AEDC is a shareholder
owning approximately 3.3% of the Company's issued and outstanding shares.  As of
December 31, 2005 the Company accrued $24,000 in other current liabilities under
the  AEDC  agreement.

                                      F-17
<PAGE>
                                                         INTREPID HOLDINGS, INC.
                                                                AND SUBSIDIARIES
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      ------------------------------------------

In  May 2005, the Company entered into a lease agreement for approximately 3,000
square  feet  of office space.  The term of the agreement was for 39 months with
an  average  monthly  rental  rate of $3,445.  Rent expense for the period ended
December  31,  2005  totaled  approximately $23,500.In January 2006, the Company
renegotiated  this  lease  and  relocated to larger office space within the same
building  in  order  to  consolidate  its  pharmacy  operations.  This new space
consists  of  approximately  9,500 square feet.  The term of the new lease is 86
months  with  an  average  monthly  rental  rate  of  $12,750.

Minimum  annual  rentals  under non-cancelable operating leases of more than one
year  in  duration  are  as  follows:

<TABLE>
<CAPTION>
Year  Annual Expense   Monthly Expense
<S>       <C>              <C>
2006  $   111,216        $   12,357
2007  $   153,072        $   12,756
2008  $   157,856        $   13,155
2009  $   162,639        $   13,553
2010  $   162,639        $   13,553
</TABLE>

Subsequent  to 2010 minimum annual rentals under non-cancelable operating leases
total  $357,965  with  an  average  monthly  expense  of  $13,553  to  $13,952.

On  February  14,  2006  the  Company  formed  Community  Allied  Development
Corporation, (CADC) a Texas corporation, as a wholly-owned subsidiary to develop
specialized residential communities focused on the needs of elderly and disabled
residents.  As  part  of  this  transaction the Company agreed to pay $5,000 per
month  to the President of CADC, H. "Butch" Woolfolk.  In addition, Mr. Woolfolk
will  be  granted  discretionary  bonuses  based  upon  the performance of CADC.

NOTE 11 - Related Party Transactions
          --------------------------

On  April 27, 2005, the Company elected Maurice Stone as CEO and Chairman of the
Board  and  Dr. Ernest Carter to the Board of Directors.  Mr. Stone & Dr. Carter
are  the  sole shareholders of VMRx, a software services provider whose contract
was  acquired  in  the RxFS acquisition.  Under this contract, VMRx will provide
marketing  services  and  software  to  doctors and other medical professionals,
including  proprietary  e-prescription  software.  The  contract  makes RxFS the
exclusive pharmacy fulfillment service for VMRx clients. As part of the contract
VMRx  shall  receive  a 5% marketing commission on gross sales generated by RxFS
from  VMRx  clients. To date no commissions have been paid or accrued under this
agreement.

                                      F-18
<PAGE>
                                                         INTREPID HOLDINGS, INC.
                                                                AND SUBSIDIARIES
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      ------------------------------------------

NOTE 12 - Major Supplier
          --------------

McKesson  Corporation  is  the Company's main pharmaceutical and durable medical
equipment  supplier, supplying more than 80% of the pharmaceuticals sold through
the Company's pharmacy. As of December 31, 2005 the Company had prepaid expenses
to McKesson of $12,536.

NOTE 13 - Subsequent Events
          -----------------

Community Allied Development Corporation, (CADC) a Texas corporation, was formed
on  February  14,  2006  as  a  wholly-owned  subsidiary  to develop specialized
residential  communities focused on the needs of elderly and disabled residents.
The  Company  is currently in the process of identifying potential opportunities
in  the  greater  Houston  area  to  develop  its  first  community.

Healthy  Access, Inc. (HAI) a Tennessee corporation, was formed on March 6, 2006
as  a  wholly-owned  subsidiary  to  develop  and operate specialized healthcare
clinics  in  established  retail operations.  The Company is actively discussing
potential  clinic  locations  with  interested  retail  operators.

Intrepid  Systems,  Inc.  (ISI) a Nevada corporation, was formed on February 14,
2006  as  a  wholly-owned  subsidiary  to  develop  and sell specialized medical
technologies  for healthcare providers.  This entity began commercial operations
on  March  7,  2006.  The company is currently making sales presentations in the
Houston,  Texas  metropolitan  area.

Intrepid  Medical  Management  Services,  Inc.  (IMMS) a Nevada corporation, was
formed  on  February 14, 2006 as a wholly-owned subsidiary to provide management
services  to physicians and preferred provider organizations (PPO).  This entity
is  currently  inactive.

Notes  Payable  to  Shareholders
--------------------------------
Subsequent  to  December  31,  2005,  the  Company raised an additional $110,000
through advances from current shareholders.  These advances bear no interest and
are  callable  at  any  time.

Share  Issuances
----------------
As  of  February  28,  2006, the Company issued 1,076,166 shares under the "2005
Stock  Plan  for  Directors,  Officers  and  Consultants"  (the  Stock  Plan) to
employees  and  consultants  for services rendered valued at an average of $.45
per  share  or $484,083 based on the quoted market price of the Company's common
stock  on  the  date  of  issuance.

                                      F-19
<PAGE>
                                                         INTREPID HOLDINGS, INC.
                                                                AND SUBSIDIARIES
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      ------------------------------------------

In  addition,  pursuant  to  the  Stock Plan, certain consultants have exercised
options  granted  on January 18, 2006 to purchase common stock directly from the
Company.  The  Company  has  received  $88,000  from  the exercise of options to
purchase  400,000  shares  of  common  stock  valued at $.22 based on the quoted
market  price  of the Company's common stock on the grant date of the underlying
options.

On  January  18,  2006,  the  Company  entered  into  a consulting agreement for
services  and  issued  932,800 shares of its Restricted Common Stock and 932,000
shares  under  the  Stock Plan for services rendered valued at $.25 per share or
$466,000  based  on the quoted market price of the Company's common stock on the
date  of  issuance.

                                      F-20
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