SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB


[X]  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>

                             INTREPID HOLDINGS, INC.
                                TABLE OF CONTENTS

PART  I

Item  1     Description  of  Business                                          3
Item  2     Description  of  Properties                                       10
Item  3     Legal  Proceedings                                                10
Item  4     Submission  of  Matters  to  a  Vote  of  Security  Holders       10

PART  II

Item  5     Market  for  Common  Equity,  Related  Stockholder Matters and
            Small Business  Issuer  Purchases  of  Equity  Securities         11
Item  6     Management's  Discussion  and  Analysis  or  Plan  of Operation   14
Item  7     Financial  Statements                                             20
Item  8     Changes In and Disagreements with Accountants on Accounting and
            Financial  Disclosure                                             21
Item  8A    Controls  and  Procedures                                         22
Item  8B    Other  Information                                                22

PART  III

Item  9     Directors  and  Executive  Officers  of  the  Company             23
Item  10    Executive  Compensation                                           26
Item  11    Security  Ownership of Certain Beneficial Owners and Management
            and Related  Stockholder  Matters                                 28
Item  12    Certain  Relationships  and  Related  Transactions                29
Item  13    Exhibits                                                          30
Item  14    Principal  Accountant  Fees  and  Services                        31

                                        2
<PAGE>

FORWARD  LOOKING  STATEMENTS

CERTAIN  STATEMENTS  CONTAINED  IN THIS ANNUAL REPORT ON FORM 10-KSB, INCLUDING,
WITHOUT  LIMITATION,  STATEMENTS  USING  WORDS  SUCH  AS  "BELIEVE",  "EXPECT",
"ANTICIPATE", "INTEND", "ESTIMATE", "PLAN", AND WORDS AND EXPRESSIONS OF SIMILAR
IMPORT,  CONSTITUTE  "FORWARD-LOOKING  STATEMENTS" WITHIN THE MEANING OF SECTION
27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT
OF  1934.  THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES, AND
OUR  ACTUAL  RESULTS COULD DIFFER FROM THOSE ANTICIPATED IN SUCH STATEMENTS AS A
RESULT OF THESE RISKS AND UNCERTAINTIES. IN ADDITION TO THE UNCERTAINTIES STATED
ELSEWHERE  IN  THIS REPORT, THE FACTORS WHICH COULD AFFECT THESE FORWARD-LOOKING
STATEMENTS  INCLUDE, BUT ARE NOT LIMITED TO, ADVERSE CHANGES IN GENERAL ECONOMIC
CONDITIONS,  INCLUDING ADVERSE CHANGES IN THE SPECIFIC MARKETS FOR OUR PRODUCTS,
ADVERSE  BUSINESS  CONDITIONS, INCREASED COMPETITION, PRICING PRESSURES, LACK OF
SUCCESS  IN  MARKETING  OUR  PRODUCTS  AND  SERVICES,  AND  OTHER FACTORS. THESE
FORWARD-LOOKING  STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS REPORT AND READERS
ARE  CAUTIONED  NOT  TO  PLACE  UNDUE  RELIANCE  UPON  SUCH  STATEMENTS.

PART I

ITEM ONE - DESCRIPTION OF BUSINESS

BACKGROUND
----------
Intrepid  Holdings,  Inc.  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 engaged
in  certain  pharmacy  related businesses.  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.

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.

The  Company's  corporate  offices  are located at 3800 Wilcrest Ave, Suite 575,
Houston,  Texas  77042 and the telephone number is (713) 278-1990. The Company's
internet  website  address  is  www.intrepidholdings.com.

                                        3
<PAGE>

SIGNIFICANT DEVELOPMENTS
------------------------
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, TX 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.

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.  To date, we have
not  recognized  any  revenue, or entered into any material contracts related to
these  products  and  services.

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.  To date, we have
not  recognized  any  revenue, or entered into any material contracts related to
these  products  and  services.

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.  To date, we have not recognized any revenue,
or  entered  into any material contracts related to these products and services.

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.

                                        4
<PAGE>

BUSINESS STRATEGY
-----------------

Rx Fulfillment Services, Inc
----------------------------
Our  business  strategy  is  to  pursue  the  growth  of the company through the
leverage  of  the  company's  core  business competencies and key relationships.
Management  believes that mail order pharmacy will become a key component in the
delivery  of  prescription  medicines to patients in the next two to five years.
The  company  has a core competency and several years experience in the delivery
of  prescription  medicine  by  mail  to patients.  Additionally, management has
positioned  the  company  to pursue major government and institutional customers
drug benefit plans through its Pharmacy benefit management offerings.  RxFS will
enjoy  marketing  advantages  as  an  urban  healthcare  company.

Key  relationship  with  VipMed  Rx allows management to position the company to
expand  and  grow its mail order operations.  RxFS is the mail order pharmacy of
choice  for  the  National  Medical Association's (NMA) 22,000 physician members
Medicare  patients.  The  company's relationship with the National Black Chamber
of  Commerce  (NBCC)  allows  the  company  to  continue  to grow its mail order
business  and  launch  it  Pharmacy  Benefit  Management  business.

Management  has  positioned  the  company to become the leading pharmacy company
whose  mission  is  to  provide prescription fulfillment and pharmacy management
services  to  the  underserved  United  State  urban  healthcare  market.

Healthy  Access,  Inc.
----------------------
The  business  strategy  of  HAI  is to pursue the growth of the company through
establishing  health  care clinics in retail or business establishments, mainly,
located  in  minority  African American and Hispanic communities.  These clinics
will  provide  immediate health care for minor modalities.  The medical services
are  provided  by  licensed  Nurse  Practitioners  with  physician  oversight

The  modalities  which will be treated by HAI will be colds, vaccinations, minor
aches  and  pain,  ear  and eye infections.  Management believes that HAI is the
only  company  focusing  on  the  mini  clinic  concept that targets the African
American  and  Hispanic  communities.

Intrepid  Systems,  Inc.
------------------------
ISI's  business  strategy  is  to  pursue  growth  through  marketing electronic
platform  physician office management systems.  ISI works in close collaboration
with VMRx, a corporation owned by two of our Directors, to meet the goals of the
NMA  exclusive contract.  ISI markets its services directly to physician through
its'  dedicated  field  sales  force.  Management believes that current Medicare
Modernization  Act,  Part  D  mandates  surrounding  e  prescribing  and patient
electronic  medical  records  offer  ISI  a  solid  business growth opportunity.

                                        5
<PAGE>

PRODUCTS AND SERVICES
---------------------

Rx  Fulfillment  Services,  Inc.
--------------------------------
Rx Fulfillment Services, Inc. provides mail order prescription services, central
fill  prescription  services,  and  pharmacy  benefit management services.  RxFS
offers  mail  order  prescription services nationwide.  The company's mail order
business focuses on the delivery of maintenance medications that are taken daily
by  patients.  These  medicines are delivered by US mail for normal delivery and
by  expedited  courier  services  for  next  day  delivery.

The mail order pharmacy business is concentrated on the delivery of prescription
medicine  in  prepackaged  form  to facilities and dispensing pharmacies.  These
facilities  and  pharmacies  utilizing  our  central fill services are primarily
mental  health  facilities.

Our  Pharmacy  Benefit  Management  (PBM)  business  provides full line pharmacy
benefit  management  services  to  self  insured  benefit  plans,  third  party
administrators,  benefit  managers insurance companies, and government agencies.
The  PBM services include claims adjudication, drug utilization review, clinical
disease  state  management  and  formulary  management.

Healthy  Access,  Inc
---------------------
HAI  provides medical diagnosis and treatment for such conditions as minor aches
and  pains;  cold  like  symptoms;  infections of the ear, eye, nose and throat;
vaccinations;  and flu shots.  HAI provides these services mainly to individuals
living and working in medically underserved minority and urban communities.  HAI
clinics  will  be  located  in  established  retail  mass merchandiser, grocery,
pharmacy, or business office locations.  The clinics will operate seven days per
week.

Intrepid  Systems,  Inc.
------------------------
ISI  provides  e  prescribing  software and Medicare formulary decision tools to
physicians  and  their offices.  This software provides physicians tools to meet
the  e  prescribing goals and mandates of new Medicare policies and initiatives.
E  prescribing  reduces  prescribing  errors  and  promotes physician office and
pharmacy  efficiency.  ISI's e prescribing software is compatible and recognized
by  seventy  five  (75%)  of the pharmacies in the United States.  The company's
Medicare  formulary  decision tools allow physicians to assist their patients in
choosing  the  appropriate  Medicare  drug  plans  for  continuity of their drug
therapy.

We  can  provide  no  assurance  that  we will be successful in concluding these
potential  agreements,  and  if  successful  that  we will be able to generate a
profit  from  these  potential  agreements.

                                        6
<PAGE>

PRINCIPLE SUPPLIERS
-------------------

McKesson  Corporation  is  our main pharmaceutical and durable medical equipment
supplier.  McKesson Corporation is a leading provider of supply, information and
care  management  products  and  services  designed  to reduce costs and improve
quality  across  healthcare.

ProCare  is our primary pharmacy benefit solution supplier.  ProCare Rx has been
providing  systems and services for over 16 years to large PBMs and managed care
organizations  (HMOs).  They  manage  patient  populations  that  include: large
employer  groups,  Medicaid  populations  in 15 states, Medicare+Choice members,
hospice  plans,  small  self-insured  plans  and  Workers  Compensation  Plans.

MAJOR  CUSTOMERS
----------------

Rx  Fulfillment  Services,  Inc.
--------------------------------
Most  of  our  business  comes  from individual consumers seeking fulfillment of
their  prescription  generated  from  their  physicians.  We  fulfill  these
prescription  orders  and  our  revenue  is  based  upon  their payment methods;
including  private  insurance,  cash,  or  credit  cards.  Presently,  no single
customer  or  contract  provides  more  than  10%  of  our  revenue.

In  January 2005 we entered into an agency agreement with VipMedRx, Inc.,(VMRx),
a  corporation  owned  by  two  of  our Directors, which provides e-prescription
software  to  doctors.  VMRx has an exclusive contract to provide these services
to  the  22,000  members  of the National Medical Association (NMA).  Physicians
using  the  VMRx software package can offer their patients options for receiving
their  prescriptions.  Under the terms of our agreement with VMRx, when patients
choose  mail  delivery,  RxFS  is  the  preferred  provider  for  this  service.

RxFS  provides  pharmacy  benefit  management  services  for  the National Black
Chamber  of  Commerce's  health  insurance  care  program that is offered to the
Chambers  approximately  65,000  business members covering approximately 280,000
lives.  This  program,  being  implemented  beginning  April  2006,  will  offer
healthcare,  prescription  benefits,  including mail order prescriptions, to the
NBCC's  members and affiliates.   As the pharmacy benefit manager (PBM) for this
health  plan,  RxFS has the potential to manage over 16,000 prescriptions daily,
including  2,000  daily  mail  order  prescriptions.

Healthy  Access,  Inc.
----------------------
Our  customers  are  individuals  seeking  immediate medical treatment for minor
aches  and  pains;  infections  of the eye, ear, nose, and throat; treatment for
cold  like  symptoms; vaccinations; and flu shots.  The customers treated by HAI
may be covererd by private insured, Medicaid, Medicare, or may be uninsured cash
patients.  HAI  will  accept  patients  eighteen  months  and  older.

                                        7
<PAGE>

Intrepid  Systems,  Inc.
------------------------
Our  customers  are  office  based  physicians  that are members of the National
Medical  Association  (NMA).  ISI,  through  an arrangement with VMRx, markets e
platform  physician  management  systems.  These  systems include e prescribing,
emr,  e  scheduling  and  other  practice  management  tools.

COMPETITION
-----------

Rx  Fulfillment  Services,  Inc.
--------------------------------
In  the mail order business, RxFS compete with approximately 15 other companies.
Most  of  these companies provide services nationwide.  Management believes that
our  major  competition  comes  from  three  large competitors Caremark, Express
Scripts and MedCo.  These companies currently control approximately 85% of RxFS'
target  market.  Management  believes  that our products are very competitive in
the  mail  order prescription market.  In addition, given our focus on the urban
healthcare  market,  strategic  relationships with the NMA and the NBCC, and the
company's  demographics,  we  will  enjoy  a  competitive  advantage.

In  our  PBM  business,  RxFS  has exclusive relationships and has limited or no
competition.  Otherwise,  the major competitors in the marketplace are Caremark,
Express  Scripts,  and  MedCo.

Health  Access,  Inc.
---------------------
HAI  competes  with  approximately  7  other companies.  Most of these companies
provide  services  in  a defined region of the country.  The major competitor is
Minute  Clinic  that  provides services in over 70 locations nationwide.  To our
knowledge,  none  of  our competitors have targeted the urban market.  The urban
market  remains  the target of HAI clinic operations.  This market is developing
and  lacks  sufficient  data  to  determine  market  share  by  company.

Intrepid  Systems,  Inc.
------------------------
ISI,  through  its  relationships,  has  limited or no direct major competitors.
There are approximately 20 companies providing the same or similar services that
ISI  provides.  The  major  companies providing services in this marketplace are
All  Scripts,  IBM, SureScripts, and WebMD.  This market is developing and lacks
sufficient  data  to  determine  market  share  by  company.

                                        8
<PAGE>

INSURANCE
---------
Our  operations,  including  the  dispensing  of  pharmaceutical products by our
mail-order  pharmacy,  may  subject  us to litigation and liability for damages.
While  we  currently  maintain  general  liability  coverage for our operations,
commercial  insurance  coverage  has  become  more  difficult  to  obtain,  and
accordingly,  there  can  be  no  assurance that we will be able to maintain our
insurance  coverage  in  the  future  or  that  such  insurance coverage will be
adequate to cover future claims.  A claim, or claims, in excess of our insurance
coverage  could  have a material adverse effect upon our consolidated results of
operations,  consolidated  financial position and/or consolidated cash flow from
operations.

EMPLOYEES
---------
Intrepid,  including  its subsidiaries, currently has 14 full-time employees, of
which 3 are directly involved with the day to day management and 11 are involved
in  sales  and  customer  service.  In  addition,  the  Company  has independent
contractor  relationships  with  4  individuals  to  handle specialized tasks on
behalf  of  the  Company.  In  times  when  additional  workload  requires  more
personnel,  we outsource our requirements to additional independent contractors.
In  the  future we anticipate that we will add additional full-time personnel in
sales  and  marketing,  customer  service,  and  order fulfillment in the coming
months  to  provide  for  future  growth.

AVAILABLE  INFORMATION
----------------------
Our  Internet  website  is  located  at  http://www.intrepidholdings.com.  This
reference to our Internet website does not constitute incorporation by reference
in  this report of the information contained on or hyperlinked from our Internet
website  and  such  information  should  not  be considered part of this report.

The  public  may  read  and  copy  any materials we file with the Securities and
Exchange  Commission  ("SEC")  at  the  SEC's Public Reference Room at 450 Fifth
Street,  N.W.,  Washington, D.C. 20549. The public may obtain information on the
operation  of  the  Public Reference Rooms by calling the SEC at 1-800-SEC-0330.
The  SEC  also  maintains  an  Internet website that contains reports, proxy and
information  statements  and  other  information  regarding  issuers  that  file
electronically  with  the  SEC.  The  SEC's  Internet  website  is  located  at
http://www.sec.gov.

                                        9
<PAGE>

ITEM 2 - DESCRIPTION OF PROPERTY

Our  corporate  offices  are located at 3200 Wilcrest Drive, Suite 575, Houston,
Texas,  77042.

In  May  2005,  we 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, we renegotiated
this  lease  and  relocated  to  larger office space within the same building in
order  to  consolidate  our  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.

ITEM 3 - LEGAL PROCEEDINGS

The Company is not currently party to any material legal proceedings.


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

No  matter  was  submitted to a vote of security holders during the three months
ended  December  31,  2005.


                                       10
<PAGE>

PART II

ITEM 5 - MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

Market Information
------------------
Our  common  stock  began  trading  on  the "OTC Bulletin Board" of the National
Association of Securities Dealers, Inc. ("NASD") on September 19, 2001 under the
symbol "AFSR."  Upon the change of the Corporate name to Intrepid Holdings, Inc.
in  July, 2004 our symbol was changed to "ITPD."  The following table sets forth
for  the  respective  periods  indicated  the  prices of the common stock in the
over-the-counter  market,  as reported and summarized by the OTC Bulletin Board.
Such  prices  are  based  on  inter-dealer bid and asked prices, without markup,
markdown, commissions, or adjustments and may not represent actual transactions.

<TABLE>
<CAPTION>
                                                            High   Low
                                                            ----  -----
<S>                                                         <C>    <C>
Fiscal Year 2005
        First Quarter*                                     $0.75  $0.10
        Second Quarter                                     $0.90  $0.10
        Third Quarter                                      $0.80  $0.15
        Fourth Quarter                                     $0.80  $0.25

Fiscal Year 2004
        First Quarter*                                     $0.15  $0.07
        Second Quarter*                                    $0.10  $0.06
        Third Quarter*                                     $0.20  $0.08
        Fourth Quarter*                                    $0.60  $0.10

        * This quarter represents the common
        stock price of the predecessor entity prior
        to the recapitalization on Aril 27, 2005.
</TABLE>

Common Stock
------------
The  closing  price  of  our common stock on December 31, 2005, as quoted by the
NASD's  OTC  Bulletin  Board  was  $.50.

RecordHolders
-------------
As  of  February  28, 2006 there were approximately 611 holders of record of our
common  stock.

Dividends on Common Stock
-------------------------
Since  inception,  no dividends have been paid on our common stock. We intend to
retain  any  earnings  for use in our business activities, so it is not expected
that  any  dividends  on  our  common  stock  will  be  declared and paid in the
foreseeable  future.

                                       11
<PAGE>

Any  future dividends will be at the discretion of the Board of Directors, after
taking into account various factors, including among others, operations, current
and  anticipated  cash  needs  and  expansion plans, the income tax laws then in
effect, the requirements of Nevada law, and any restrictions that may be imposed
by  our  future  credit  arrangements.

Preferred  Stock
----------------
Our  authorized preferred stock consists of 1,000,000 shares of stock, $.001 par
value  per  share.  As  of  the  date  of  this  report,  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.

Recent Sales of Unregistered Securities
---------------------------------------
During  the  quarter  ended  December  31, 2005, the following transactions were
effected  by the Company in reliance upon exemptions from registration under the
Securities  Act  of  1933  as  amended as provided in Section 4(2) thereof. Each
certificate  issued  for unregistered securities contained a legend stating that
the  securities  have  not  been  registered under the Act and setting forth the
restrictions  on  the  transferability  and  the  sale  of  the  securities.  No
underwriter  participated in, nor did the Company pay any commissions or fees to
any  underwriter  in  connection  with  any  of  these transactions. None of the
transactions involved a public offering. The Company believes that each of these
persons  had  knowledge  and  experience in financial and business matters which
allowed them to evaluate the merits and risk of the purchase or receipt of these
securities  of the Company. The Company believes that each of these persons were
knowledgeable  about  the  Company's  operations  and  financial  condition.

STOCK ISSUANCE DURING THETHREE MONTHS ENDED DECEMBER 31, 2005
-------------------------------------------------------------

On  December 12, 2005 the Company issued 100,000 shares of our restricted common
stock  to H. "Butch" Woolfolk for services related to the formation of Community
Allied  Development  Corporation  (CADC),  our wholly-owned subsidiary which was
formed  on  February 14, 2006.  Shares issued under this arrangement were valued
at  $45,000.  Mr.  Woolfolk  now  serves  as  the  President  of  CADC.

                                       12
<PAGE>

SECURITIES  AUTHORIZED  FOR  ISSUANCE  UNDER  EQUITY  COMPENSATION  PLANS

The  following  table  shows  the number of shares of common stock that could be
issued  upon  exercise of outstanding options and warrants, the weighted average
exercise  price of the outstanding options and warrants and the remaining shares
available  for  future  issuance  as  of  December  31,  2005.
<TABLE>
<CAPTION>
                            Number of securities to be     Weighted average            Number of
                             issued upon exercise of       exercise price of      securities remaining
                                outstanding options,      outstanding options,    available for future
Plan category                  warrants and rights        warrants and rights          issuance
------------------------------------------------------------------------------------------------------
<S>                                   <C>                        <C>                      <C>

Equity compensation plans approved    --                          --                       --
by security holders

Equity compensation plans not         --                          --                       --
approved by security holders
                                ----------------------------------------------------------------------
Total                                 --                          --                       --
                                ======================================================================
</TABLE>

                                       13
<PAGE>

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD  LOOKING  STATEMENTS
----------------------------
Certain  statements  contained  in this Annual Report on Form 10-KSB, including,
without  limitation,  statements  using  words  such  as  "believe",  "expect",
"anticipate", "intend", "estimate", "plan", and words and expressions of similar
import,  constitute  "forward-looking  statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of  1934.  These forward-looking statements involve risks and uncertainties, and
our  actual  results could differ from those anticipated in such statements as a
result of these risks and uncertainties. In addition to the uncertainties stated
elsewhere  in  this report, the factors which could affect these forward-looking
statements  include, but are not limited to, adverse changes in general economic
conditions,  including adverse changes in the specific markets for our products,
adverse  business  conditions, increased competition, pricing pressures, lack of
success  in  marketing  our  products  and  services,  and  other factors. These
forward-looking  statements speak only as of the date of this report and readers
are  cautioned  not  to  place  undue  reliance  upon  such  statements.

OVERVIEW

Intrepid  Holdings  provides  pharmacy  services through mail order, home/office
delivery  and  central  fill  facilities  based upon relationships with minority
organizations,  physicians  and affinity groups.  Our marketing efforts focus on
leveraging  key  relationships  between  patients  and  their doctors, community
relationships  and  affiliations.  We  believe  these  markets  are  currently
underserved  by  the  mainstream  healthcare  establishment.

We  acquired  the  assets  of  Rx Fulfillment Services on April 27, 2005.  These
assets  are held and operated through our wholly owned subsidiary Rx Fulfillment
Services  (RxFS).  We  plan  to  aggressively  expand  our pharmacy and pharmacy
delivery  business nationwide during 2006.  In order to do this, we need capital
to  pay  the  cost  of  marketing, operations, software development and customer
support  during  this  "ramp-up"  period.

One  source of opportunity for us lies in new Federal Medicare regulations which
will  require  that  Medicare  prescriptions  be generated electronically,  This
regulation  begins  in  January, 2006 and will be fully implemented by 2009.  We
have  formed a strategic partnership with VipMedRx, Inc., (VMRx), which provides
e-prescription  software  to  doctors.  The  VMRx software package provides drug
cross-checking,  access  to  patient  records  and  the  ability for patients to
request  that  their  medicines  be delivered to their home or office.  When the
patient  requests home or office delivery, RxFS will be offered as the preferred
pharmacy.   Upon  receipt of an order, we will fill the prescription and deliver
it  to  the  patient.

VMRx  has  initiated  a  relationship  with  the NMA, a national organization of
22,000  minority  doctors  who  have  elected  to retain VMRx as their preferred
vendor  of  e-prescription solutions.  The majority of these doctors are general

                                       14
<PAGE>

practitioners  and  internists  whose  practices  are  in urban communities.  We
believe  that  our affiliation with this organization will give us a strong base
of  operations.  We  project  market  penetration  of  10%  within this group of
doctors  by  the  end  of  2007.

A  second  major  marketing  thrust  for  RxFS  is The National Black Chamber of
Commerce  (NBCC),  an  organization dedicated to the economic support of African
American  communities  with  190 affiliated local chapters throughout the nation
and  dedicated  to  economically  empowering  and  sustaining  African  American
communities through entrepreneurship and capitalistic activity within the United
States.  The  NBCC represents approximately 95,000 minority-owned businesses and
provides  an advocacy that reaches over 1 million small businesses.  The NBCC is
a  nonprofit  organization.

RxFS  anticipates it will be selected to provide the pharmacy benefit management
for the NBCC healthcare program covering 280,000 members.  When implemented this
program  will offer healthcare benefits, mail order prescription benefits, and a
retail  pharmacy network of over 53,000 U.S. pharmacies.  Acting as the pharmacy
benefit  manager (PBM) for this organization, RxFS could potentially manage over
14,000 retail prescriptions per day and fill over 1,000 mail order prescriptions
per  day.

PLAN  OF  OPERATIONS

Product  launch and implementation.   New e-prescription regulations began to go
into  effect  January 1, 2006  with full implementation by the end of 2009.   We
intend  to  aggressively  market  our  e-prescription  and  pharmacy fulfillment
services  in  2006.  We  have  instigated  an  aggressive multifaceted marketing
program.  We  have  two  initial  primary  target  markets:

     1)   The  National  Medical  Association  (the  "NMA").  This  is  an
          organization  of  22,000 primarily African-American doctors. We expect
          to  aggressively  market  VMRx's e-prescription software to members of
          the NMA starting in January 2006.

     2)   The  National  Black  Chamber  of  Commerce.  We expect to provide the
          Pharmacy  Benefit Management and home/office drug delivery service for
          the NBCC healthcare initiative.

     We intend to market to these targets using multiple media, such as:

     -    Participating in all regional and national NMA conventions;
     -    Presenting at key local NMA meetings;
     -    Direct mail marketing to the membership;
     -    Targeted advertising in trade journals; and
     -    Visits  by  personal  sales  representatives  in  areas  of  market
          concentration.

                                       15
<PAGE>

Results of Operations
---------------------
Our revenues for the period from inception, April 27, 2005, through December 31,
2005  were  $39,000  and costs of sales relating to these revenues were $29,000.
Our  operating  expenses  and  net loss for the period from inception, April 27,
2005,  through  December  31, 2005 totaled $813,000 and $1,265,000 respectively.
Our  operating  expenses  consisted  primarily  of payroll and labor expenses of
$599,000  and  general  and  administrative  expenses  of  $213,000.

In addition to our operating expenses the Company recognized as interest expense
on  $435,000,  primarily  related to deferred debt issuance costs written off in
2005  and  imputed  interest  on  notes  payable  as  well  as a $26,768 loss on
conversion  of  notes  payable.

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,  which  resulted in a $26,768 loss on conversion of the notes payable.

Compensatory Element of Stock Issuances
---------------------------------------
Due  to  our limited cash resources, we compensate certain consultants using our
common  stock.  On  December  12,  2005 the Company issued 100,000 shares of our
restricted  common  stock  to  H.  "Butch"  Woolfolk for services related to the
formation  of  Community Allied Development Corporation (CADC), our wholly-owned
subsidiary  which  was  formed  on  February 14, 2006.  Shares issued under this
arrangement were valued at $45,000.  Mr. Woolfolk now serves as the President of
CADC.

Liquidity and Capital Resources
-------------------------------
As  of December 31, 2005 our current assets were $65,400 and current liabilities
were  $1,098,900,  which  caused  a  working  capital  deficiency of $1,033,500.

On  April 27, 2005, we 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 our common stock held by Galleria for $.0001 per
share which is contingent upon our meeting certain milestones.  The terms of the
Galleria  Note  require  that  we  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 our common stock of $0.40, which was determined based
on  the  quoted market price of our common stock on the date of the transaction,
we  recorded deferred debt issuance costs of $400,000 which were to be amortized
over  the  three  term  of  the  underlying  agreement.

The  Galleria Note was secured by 18,889,210 shares of our common stock owned by
individual  shareholders.  Should  we  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  our  direction.  At December 31, 2005, Galleria owned

                                       16
<PAGE>

7,450,000  shares or approximately 20% of our common stock. Effective January 1,
2006 certain of our shareholders 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
our  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 of
our  shareholders  was  released  by  Galleria.

Due  to  the  nature  of  this  transaction  we  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,  we 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, we 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 us as treasury stock as originally agreed.  The effect of this
write-off  of  $400,000  was  recorded  through  additional  paid-in-capital.

On  April  27,  2005,  the  we  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.  We agreed to pay $3,000 per month for eighteen months beginning May 1,
2005  and to accrue the amount of this consulting fee until we obtain sufficient
operating capital to pay it.  AEDC is a shareholder owning approximately 3.3% of
our  issued  and outstanding shares.  As of December 31, 2005 we accrued $24,000
in  other  current  liabilities  under  the  AEDC  agreement.

In  May  2005,  we 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,  we
renegotiated  this  lease  and  relocated to larger office space within the same
building  in  order  to  consolidate  our  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.

On  February 14, 2006 we 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 we 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.

                                       17
<PAGE>

In  view  of  our recurring losses and our working capital deficit, our auditors
have  added an explanatory paragraph to their report on our financial statements
stating  that  there  is  a substantial doubt about our ability to continue as a
going concern.  Management believes that our major shareholders will continue to
advance  the  capital  required  to meet our financial obligations.  There is no
assurance, however, that our shareholders will continue to advance capital to us
or  that our business operations will be profitable.  The possibility of failure
in  obtaining  additional  funding  and  the  potential  inability  to  achieve
profitability  raise  doubts  about  our ability to continue as a going concern.
The financial statements described in this report do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.

Since  December  31,  2005  certain  existing  shareholders  have advanced to us
approximately  $110,000 through March 15, 2006.  These advances bear no interest
and  are  payable  on  demand.

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.

We  believe  that required investment capital will be available to us, but there
can  be  no assurance that we will be able to raise funds on terms acceptable to
us,  or  at  all.  We  have  the  ability  to  adjust  the  level of selling and
administrative  expenses  to some extent based on the availability of resources.
However,  lack  of  capital  could  force reductions in expenditures which could
delay  development and adversely affect our ability to generate future revenues.

Any equity-based source of additional funds could be dilutive to existing equity
holders  and  the  dilution could be material. The lack of sufficient funds from
operations  or  additional  capital  could  force  us  to  curtail or scale back
operations  and would therefore have an adverse effect on our business.  We have
no  unused  sources  of  liquidity  at  this time. We expect to incur additional
operating  losses  as  a  result  of  expenditures  for  marketing costs for our
products  and  services.  The  timing  and amounts of these expenditures and the
extent  of  our  operating losses will depend on many factors, some of which are
beyond  our  control.  Accordingly,  there  can be no assurance that our current
expectations  regarding  required financial resources will prove to be accurate.
We  anticipate  that  the  development  of our products and services may require
increased  operating costs; however, we cannot currently estimate the amounts of
these  costs.

                                       18
<PAGE>


OFF-BALANCE  SHEET  ARRANGEMENTS
--------------------------------
We  have  no  significant  off-balance  sheet  arrangements  that  have  or  are
reasonably likely to have a current or future effect on our financial condition,
changes  in  financial  condition,  revenues or expenses, results of operations,
liquidity,  capital  expenditures  or  capital  resources  that  is  material to
stockholders.

EFFECT  OF  INFLATION  AND  CHANGES  IN  PRICES
-----------------------------------------------
Management  does  not  believe  that  inflation and changes in price will have a
material  effect  on  operations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
------------------------------------------
The  preparation  of  our  financial  statements  and  related  disclosures  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 the disclosure of contingent
assets  and  liabilities  as  of  the  date  of the financial statements and the
amounts  of revenues and expenses recorded during the reporting periods. We base
our  estimates  on historical experience, where applicable and other assumptions
that  we  believe  are  reasonable  under  the circumstances. Actual results may
differ  from  our  estimates  under  different  assumptions  or  conditions.

The sections below present information about the nature of and rationale for our
critical  accounting  estimates.

     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.

     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 will
     include  estimates  of  discounted future earnings, future growth rates and
     current market capitalization adjusted for thin trading volume.

     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".

                                       19
<PAGE>

     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.


ITEM 7 - FINANCIAL STATEMENTS

The  information  called  for by this Item 7 is included following the "Index to
Financial  Statements"  contained  herein  beginning  on  page  F-1.

                                       20

<PAGE>

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

Intrepid  filed  a Current Report on Form 8-K on November 4, 2005 announcing the
termination  of  Harper & Pearson Company as our independent auditors.  Harper &
Pearson  Company  preformed a review of our 10QSB for the period ending June 30,
2005.  At the same time the Company announced the appointment of Ham, Langston &
Brezina,  LLP  as  our  new  independent  auditors.

Through  the  date of the change in accountants there were no disagreements with
Harper  &  Pearson  Company on any matter of accounting principles or practices,
financial  statement  disclosure,  or  auditing  scope  or  procedures,  which
disagreements,  if  not resolved to their satisfaction would have caused them to
make  reference  in  connection  with their opinion on the subject matter of the
disagreements.

Intrepid  filed  a  Current  Report  on  Form 8-K on May 23, 2005 announcing the
termination  of  Killman,  Murrell  &  Company  PC  as our independent auditors.
Killman,  Murrell  &  Company  PC  performed  the company's audit for the period
ending  December  31,  2004  after  the  resignation  of  the  company's  prior
accountant,  Clyde  Bailey,  PC for health reasons. At the same time the Company
announced  the  appointment  of  Harper & Pearson Company as our new independent
auditors.

Through  the  date of the change in accountants there were no disagreements with
Killman,  Murrell  &  Company  PC  on  any  matter  of  accounting principles or
practices,  financial  statement  disclosure,  or  auditing scope or procedures,
which  disagreements,  if  not  resolved to their satisfaction would have caused
them to make reference in connection with their opinion on the subject matter of
the  disagreements.

                                       21
<PAGE>

ITEM 8-A - CONTROLS AND PROCEDURES

Maurice  Stone,  our Chief Executive Officer and acting Chief Financial Officer,
has evaluated our disclosure controls and procedures, and has concluded that our
controls  and  procedures  are appropriate and effective. He has evaluated these
controls  and  procedures  as  of  the end of the period covered by this report.
There  have  been  no  significant  changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their  evaluation,  including  any corrective actions with regard to significant
deficiencies  and  material  weaknesses.

Management is aware that there is a lack of segregation of duties at the Company
due  to  the  small  number of employees dealing with general administrative and
financial  matters.  This  constitutes  a significant deficiency in the internal
controls.  However,  at  this  time  management has decided that considering the
employees  involved,  the  control  procedures  in place, and the outsourcing of
certain  financial functions, the risks associated with such lack of segregation
are  low  and  the  potential benefits of adding additional employees to clearly
segregate  duties  do  not  justify the expenses associated with such increases.
Management  will  periodically  reevaluate  this situation. If the volume of the
business  increases  and  sufficient  capital  is  secured,  it is the Company's
intention  to  increase  staffing to mitigate the current lack of segregation of
duties  within  the  general  administrative  and  financial  functions.

Changes  in  Internal  Controls  over  Financial  Reporting
-----------------------------------------------------------
During  the  three  months ended December 31, 2005, there were no changes in our
internal controls over financial reporting that have materially affected, or are
reasonably  likely  to  materially  affect,  these  controls.


ITEM 8-B - OTHER INFORMATION

None.

                                       22
<PAGE>

PART III

ITEM 9 - DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The Directors and Executive Officers of the Company and certain information
concerning them are set forth below as of December 31, 2005:

<TABLE>
<CAPTION>

Name                             Position            Age
----------------------  ---------------------------  ---
<S>                     <C>                          <C>
Maurice R Stone         Chairman/CEO                  46
                        Principal Financial Officer
                        Director

Toney E Means           President of RxFS             47
                        Director

James H Shelton, III    Director                      37

Dr. Ernest Carter, Jr.  Director                      49

Thomas J Cloud, Jr.     President                     42
                        Director

Jonathan Gilchrist      Director                      53
</TABLE>

Mr.  Maurice  R  Stone has served as Chairman and CEO of Intrepid Holdings since
April  27,  2005.  Mr.  Stone joined the Board of Directors in April 2005, for a
term  of  one  year  or  until  such  time  as  a  successor  is  elected by our
shareholders.  From  June  2002  to  April 2005 Mr. Stone was CEO of Cornerstone
Services  Group,  a  retail  pharmacy services company. From January 2001 to May
2002,  Mr.  Stone  served  as  Chairman  and  CEO  of First Genesis Professional
Services,  an  IT  development and solutions company, located in Houston, Texas.
Prior  experience  includes:  Vice President of Intelligent Medicine in Houston,
Texas; Chief Operating Officer of Telemedicine Solutions International in Silver
Springs, Maryland and Vice President of Power M Cable in Denver, Colorado.

Mr. Toney E Means has served as president of Rx Fulfillment Services, Inc. since
April  27,  2005.  Mr.  Means joined the Board of Directors in April 2005, for a
term  of  one  year  or  until  such  time  as  a  successor  is  elected by our
shareholders.  From October 2004 through April 2005 Mr. Means was Vice President
of  Marketing  for Direct Pharmacy Service, Inc. From 1999 through October, 2004
Mr.  Means  was  Chairman  and  President  of  Imiren  Pharmaceuticals,  Inc. an
African-American  owned  and operated pharmaceutical company. Mr. Means received
his  Bachelor's  Degree from Georgia Tech and an MBA from Keller Graduate School
of Management.

                                       23
<PAGE>

Mr. James H Shelton, III joined the Board of Directors in April 2005, for a term
of  one  year  or until such time as a successor is elected by our shareholders.
Mr. Shelton is currently employed as Program Director for the Gates Foundation a
position  that  he has held since July 2003. From July 2002 to June 2003, he was
NewSchools  Venture  Fund's  East  Coast  Partner.  In July 2001 he launched the
consulting  division  of  Edison  Schools,  after  Edison  acquired  LearnNow, a
for-profit  education  management  company that he co-founded in September 1999.
Mr.  Shelton received his B.S. degree in computer science in 1989 from Morehouse
College  in  Atlanta,  GA and his Masters degrees in Business Administration and
Education  in  1993  from  Stanford  University  in  Palo  Alto,  California.

Dr. Ernest Carter joined the Board of Directors in April 2005, for a term of one
year  or  until  such  time  as a successor is elected by our shareholders.  Dr.
Carter is President of VMRx, a medical software services provider.  In addition,
since  1999  Dr. Carter has been employed as the Managing Director of the Howard
University  Telehealth Sciences and Advanced Technology Center and the Executive
Assistant  to  the  Dean  of  the College of Medicine for Information Systems at
Howard  University  in  Washington, DC.  From 1996 to the present Dr. Carter has
served as Vice President of Virgo-Carter Pediatrics in Silver Springs, Maryland.
From  1996  to 1999 he was President and Chief Executive Officer of Telemedicine
Solutions  International,  in  Silver  Springs,  Maryland,  and  Chairman of the
Department  of  Pediatrics  at  Washington  Adventist  Hospital,  Takoma  Park,
Maryland.  Dr.  Carter is a board-certified physician in pediatrics and licensed
to practice medicine in Maryland. Dr. Carter received his B.A. degree in Physics
in  1976  from  Harvard  College,  Cambridge,  Massachusetts,  and his Doctor of
Medicine  in  Neuroscience  in  1980  from  Harvard  Medical  School,  Boston,
Massachusetts.  He also received his M.S. degree in bio-engineering in 1984, and
Ph.D.  degree  in bio-engineering, in 1988, from the University of Pennsylvania,
Philadelphia,  Pennsylvania.

Mr.  Thomas  J. Cloud, Jr. has served as President Intrepid Holdings, Inc. since
January,  2005.  From,  1996  to  2000  Mr.  Cloud  served  as  President Oxford
Financial  Group,  Inc., an NASD stock brokerage firm in Houston, Texas which he
founded.  He  holds  a  securities license and a securities principal's license.
At  Oxford  he managed the investment banking division and has been instrumental
in  multiple  company  financings.  On  February 27, 2006 Mr. Cloud resigned his
position  as President of the Company and simultaneously resigned from the Board
of  Directors.

Mr.  Jonathan  Gilchrist joined the Board of Directors in April 2005, for a term
of  one  year  or until such time as a successor is elected by our shareholders.
Mr.  Gilchrist  has  served  as the President of American Enterprise Development
Corp.,  ["AEDC"]  since  its inception in 2000.   AEDC is a business development
company  that provides consulting services to Intrepid.  Mr. Gilchrist is also a
principal  of  Goldbridge Capital, LLC, a Houston, Texas investment banking firm
which  he  co-founded  in  2000.  He  is a graduate of the University Of Alabama
School  Of  Law.  On  February 27, 2006 Mr. Gilchrist resigned from the Board of
Directors.

                                       24
<PAGE>

SIGNIFICANT  EMPLOYEES

We  do not have any significant employee who is not an executive officer but who
is  expected  to  make  a  significant  contribution  to  the  business.

FAMILY  RELATIONSHIPS

There  are  no  family  relationships  among  directors,  executive officers, or
persons  nominated  or  chosen  to  become  directors  or  executive  officers.

BOARD  OF  DIRECTORS

We  held  4  meetings  of  the  Board  of Directors during the fiscal year ended
December  31,  2005, and the Board of Directors did not take action by unanimous
written  consent during that period.  Mr. Stone is our only Director who is also
an  officer.  Mr.  Means  is  a  Director  and  is  an  officer  of  one  of our
subsidiaries.  The  Board  of  Directors does not currently have any committees,
which  we  believe  is  adequate  based  on  the  size  of  our  business.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

Based  solely  upon  review of Forms 3, 4, and 5 furnished to us during the most
recent  fiscal  year,  we  believe  that  all  persons  required to file reports
pursuant  to  Section 16(a) of the Exchange Act have done so in a timely manner.

Section  16(a) of the Securities Exchange Act of 1934 requires our Directors and
Executive  Officers,  and  persons who own beneficially more than ten percent of
our  common stock, to file reports of their stock ownership and changes of their
stock ownership with the Securities and Exchange Commission. Based solely on the
reports  we  have received and on written representations from certain reporting
persons, we believe that the directors, executive officers, and our greater than
ten  percent  beneficial  owners  have  complied  with  all  applicable  filing
requirements  for  the  fiscal  year  ended  December  31,  2005.

CODE  OF  ETHICS

Our  Board of Directors has discussed the adoption of a code of business conduct
and  ethics for directors, officers and employees but has not yet adopted a Code
of  Ethics.  It  is anticipated that the Board of Directors will adopt a Code of
Ethics  in  the  near future.  Upon adoption of a Code of Ethics, we will comply
with  all  SEC  reporting  requirements.

                                       25
<PAGE>

ITEM 10 - EXECUTIVE COMPENSATION

The  following  table sets forth, for the period from Inception, April 27, 2005,
through  December 31, 2005 all compensation awarded to, earned by or paid to all
individuals  serving  as  the Company's Chief Executive Officer and President or
acting  in  a  similar  capacity and all Officers of the Company who earned more
than  $100,000  annually.

<TABLE>
<CAPTION>

                                    SUMMARY COMPENSATION TABLE

                                                                         Long Term Compensation
                                  Annual Compensation                  Awards              Payouts
Name and             Year   Salary    Bonus    Other Annual    Restricted    Securities      LTIP       All Other
Principle                    ($)       ($)     Compensation      Stock       Underlying     Payouts   Compensation
Position                                           ($)          Award(s)    Options/SARs      ($)         ($)
                                                                  ($)            (#)
-------------------------------------------------------------------------------------------------------------------
<S>                  <C>     <C>      <C>           <C>           <C>            <C>          <C>           <C>
Maurice Stone
Director, Chairman,
CEO                  2005  $      0  $     0   $         0     $       0         --         $     0      $       0

</TABLE>


<TABLE>
<CAPTION>

                             OPTION/SAR GRANTS FOR FISCAL YEAR 2005

                                Individual Grants

Name    Number of Securities    % of Total Options/SARs  Exercise or Base Price   Expiration Date
      Underlying Options/SARs           Granted                  ($/Sh)
            Granted (#)       to Employees in Fiscal Year
<S>           <C>                        <C>                      <C>                   <C>
-------------------------------------------------------------------------------------------------
None           --                        --                       --                     --
</TABLE>


<TABLE>
<CAPTION>

                          AGGREGATED OPTION/SAR EXERCISES IN FISCAL
                      YEAR 2005 AND DECEMBER 31, 2005 OPTION/SAR VALUES


Name     Shares       Value    Number of Securities Underlying   Value of Unexercised In-the
      Acquired on   Realized      Unexercised Options/SARs            Money Options/SARs
      Exercise (#)     ($)              at FY-End (#)                    at FY-End ($)
                                  Exercisable/Unexercisable       Exercisable/Unexercisable
-------------------------------------------------------------------------------------------
<S>      <C>          <C>                    <C>                            <C>
None      --           --                   --/--                         --/--
</TABLE>


EMPLOYMENT AGREEMENTS

We  do  not  have  an  employment  contract  with  any  of  our  employees.

DIRECTOR COMPENSATION

We do not currently pay any cash directors' fees.

                                       26
<PAGE>

EMPLOYEE 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.

REPRICING OF OPTIONS

None.

                                       27
<PAGE>

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following table sets forth certain information as of February 28, 2006 with
respect  to  the beneficial ownership of shares of the Company's common stock by
(i)  each  person  known  to  us  who  owns  beneficially  more  than  5% of the
outstanding  shares  of  the Company's common stock, (ii) each of our Directors,
(iii)  each of our Executive Officers and (iv) all of our Executive Officers and
Directors  as  a  group.  Unless  otherwise indicated, each stockholder has sole
voting  and  investment  power with respect to the shares shown.  As of February
28,  2006, there were 40,724,211 shares of the Company's common stock issued and
outstanding.

<TABLE>
<CAPTION>



Title of class  Name and address of         Number of Shares of   Percentage of
                beneficial owner            Common Stock          Common Stock (1)
<S>                  <C>                          <C>                  <C>
Common Stock    Maurice R. Stone                5,960,000            14.64%
                Chairman/CEO
                3200 Wilcrest Dr. #575
                Houston, Texas  77072

Common Stock    Toney E. Means                  1,300,000             3.19%
                President/RxFS
                3200 Wilcrest Dr. #575
                Houston, Texas  77072

Common Stock    James H. Shelton, III             515,127             1.26%
                Director
                3200 Wilcrest Dr. #575
                Houston, Texas  77072

Common Stock    Dr. Ernest Carter, Jr.          1,094,426             2.69%
                Director
                3200 Wilcrest Dr. #575
                Houston, Texas  77072

Common Stock    All Officers and Directors as   8,869,553            21.78%
                a group (total of 4)

Common Stock    Galleria Securities, Inc.       2,450,000             6.02%
<FN>


(1)  Under  Rule  13d-3  promulgated  under  the  Exchange Act, a beneficial owner of a
security  includes  any  person  who,  directly  or  indirectly,  through any contract,
arrangement, understanding, relationship, or otherwise has or shares: (i) voting power,
which  includes  the  power  to  vote,  or  to  direct  the  voting of shares; and (ii)
investment  power,  which  includes  the  power to dispose or direct the disposition of
shares.  Certain  shares may be deemed to be beneficially owned by more than one person
(if,  for  example,  persons  share  the  power  to vote or the power to dispose of the
shares).  In  addition,  shares  are deemed to be beneficially owned by a person if the
person  has  the  right to acquire the shares (for example, upon exercise of an option)
within  60  days of the date as of which the information is provided.  In computing the
percentage  ownership  of  any  person,  the  amount of shares is deemed to include the
amount  of shares beneficially owned by such person (and only such person) by reason of
these  acquisition  rights.  As  a  result, the percentage of outstanding shares of any
person  as  shown  in  this  table  does  not  necessarily  reflect the person's actual
ownership or voting power with respect to the number of shares of common stock actually
outstanding on February 28, 2006.  As of February 28, 2006 there were 40,724,211 shares
</TABLE>

                                       28
<PAGE>

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as described below, none of the following persons has any direct or
indirect material interest in any transaction to which we were or are a party
during the past two years, or in any proposed transaction to which we propose to
be a party:

     (A)  any of our directors or executive officers;

     (B)  any nominee for election as one of our directors;

     (C)  any  person  who  is  known  by  us  to  beneficially own, directly or
          indirectly, shares carrying more than 5% of the voting rights attached
          to our common stock; or

     (D)  any  member  of  the  immediate  family  (including  spouse,  parents,
          children,  siblings and in-laws) of any of the foregoing persons named
          in paragraph (A), (B) or (C) above.

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
we  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.  As  of  February 28, 2006 no commissions have been paid or
accrued  under  this  agreement.

                                       29
<PAGE>

ITEM 13 - EXHIBITS

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

3.1  Articles  of  Incorporation  (incorporated  by  reference to Exhibit 3.1 of
     the  Company's  Registration  Statement  on  Form  SB-2/A,  filed  with the
     Commission on March 5, 2001).

3.2  Amendment  to  the  Articles  of  Incorporation  (incorporated by reference
     to  Exhibit  99.12  of the Company's Registration Statement on Form SB-2/A,
     filed with the Commission on March 8, 2001)

3.3  By-Laws  (incorporated  by  reference  to  Exhibit  3.2  of  the  Company's
     Registration  Statement  on Form SB-2/A, filed with the Commission on March
     5, 2001).

10.1 Agency  Agreement  between  Rx  Fulfillment  Services,  Inc.  and  VipMedRx
     dated  January  6,  2005  (incorporated by reference to Exhibit 10.1 of the
     Company's Report on Form 8-K filed with the Commission on May 5, 2005).

10.2 Order  Fulfillment  Agreement  between  Rx  Fulfillment  Services, Inc. and
     VipMedRx  dated  January 6, 2005 (incorporated by reference to Exhibit 10.1
     of  the  Company's  Report  on Form 8-K filed with the Commission on May 5,
     2005).

21.1 Subsidiaries of the Registrant*

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.*

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

                                       30
<PAGE>

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary of the fees billed to the Company by its independent
accountants for the period from inception, April 27, 2005 through December 31,
2005:

<TABLE>
<CAPTION>

FEE CATEGORY             HAM, LANGSTON      HARPER & PEARSON
                       & BREZINA, LLP(1)       COMPANY(1)
<S>                          <C>                 <C>

Audit Fees             $            --      $         13,039

Audit-Related Fees(2)           7,500                    --

Tax Fees(3)                         --                   --

All Other Fees(4)                   --                   --
                       ------------------  ------------------
Total Fees             $         7,500      $         13,039
</TABLE>

Notes to the Accountants Fees Table:

(1)  Intrepid  filed  a  Current  Report  on  Form  8-K  on  November  4,  2005
     announcing  the  termination of Harper & Pearson Company as our independent
     auditors.  At  the  same time the Company announced the appointment of Ham,
     Langston & Brezina, LLP as our new independent auditors.

(2)  Consists  of  fees  for  assurance  and  related  services by our principal
     accountants  that are reasonably related to the performance of the audit or
     review  of  the  Company's  financial statements and are not reported under
     "Audit fees."

(3)  Consists  of  fees  for  professional  services  rendered  by our principal
     accountants for tax related services.

(4)  Consists  of  fees  for  products  and  services  provided by our principal
     accountants,  other  than  the  services  reported  under  "Audit  fees,"
     "Audit-related fees" and "Tax fees" above.

AUDITOR'S  TIME  ON  TASK

All  of the work expended by Ham, Langston & Brezina, L.L.P. on our December 31,
2005 audit was attributed to work performed by Ham, Langston & Brezina, L.L.P.'s
full-time,  permanent  employees.

                                       31
<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:  March 31, 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                     March 31, 2006
-----------------------------  (Principal Executive Officer and
Maurice R Stone                Principal Accounting Officer)

/s/  Toney E Means             President/RxFS                     March 31, 2006
-----------------------------
Toney E Means                  Director

/s/  James H Shelton, III      Director                           March 31, 2006
-----------------------------
James H Shelton, III

/s/  Dr. Ernest Carter, Jr.    Director                           March 31, 2006
-----------------------------
Dr. Ernest Carter, Jr.

                                       32
<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                                                    12,115
--------------------

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                                             $           53,087
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                                                    53,087
   Other Current Liabilities                                          102,481
                                                           -------------------

NET CASH USED IN OPERATING ACTIVITIES                      $         (646,805)
                                                           -------------------

CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
   Purchases of Office Equipment                                       (9,753)
   Purchase of Pharmacy Licenses                                      (20,000)
                                                           -------------------
NET CASH USED IN INVESTING ACTIVITIES                      $          (29,753)
                                                           -------------------

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 $13,352 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>

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 $.473
per  share  or $717,083 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
<PAGE>