**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, 2006**
 
 [   
        ] **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
                incorporation
                  or organization)
              (I.R.S.
                  Employer
                Identification
                  No.)**3200
                  Wilcrest Ave, Suite 575****Houston,
                  Texas**
              **77042**(Address
                  of principal
                executive
                  offices)
              (Zip
                  Code)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 registeredCommon
                    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: $688,691
 
 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, 2006, as reported by the Over the Counter Bulletin Board
        was approximately $12,472,676. 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 52,208,375 shares of the registrant’s common stock issued and outstanding
        as of February 28, 2007.
 
 Documents
        Incorporated by Reference: None
 
 INTREPID
        HOLDINGS, INC.
 TABLE
        OF
        CONTENTS
 
 PART
                  IItem
                  1
              Description
                  of Business
              3Item
                  2
              Description
                  of Properties
              17Item
                  3
              Legal
                  Proceedings
              17Item
                  4
              Submission
                  of Matters to a Vote of Security Holders
              17PART
                  IIItem
                  5
              Market
                  for Common Equity, Related Stockholder Matters and Small Business
                  Issuer
                  Purchases of Equity Securities
              18Item
                  6
              Management's
                  Discussion and Analysis or Plan of Operation
              23Item
                  7
              Financial
                  Statements
              29Item
                  8
              Changes
                  In and Disagreements with Accountants on Accounting andFinancial
                  Disclosure
              31Item
                  8A
              Controls
                  and Procedures
              31Item
                  8B
              Other
                  Information
              31PART
                  IIIItem
                  9
              Directors
                  and Executive Officers of the Company
              32Item
                  10
              Executive
                  Compensation
              35Item
                  11
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              39Item
                  12
              Certain
                  Relationships and Related Transactions
              40Item
                  13
              Exhibits
              41Item
                  14
              Principal
                  Accountant Fees and Services
              42
  
 **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 its pharmacy operations, its convenient care
        clinic
        operations, product development, 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
  SIGNIFICANT
        DEVELOPMENTS
 On
        April
        27, 2005, Intrepid entered into an agreement to purchase all of the assets
        of Rx
        Fulfillment Services, Inc. (RxFS), a privately owned Texas corporation. These
        assets were purchased in exchange for 26,525,188 shares of Intrepid’s common
        stock. The 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. Prior to the
        recapitalization, RXFS was not an operating entity, rather, it was a dormant
        entity which was party to various contracts and owned the contractual rights
        to
        provide pharmacy services and pharmacy fulfillment services to VipMedRx,
        Inc.
        (VMRx), a company owned by two of Intrepid’s Directors. However, no services had
        ever been provided related to these contracts and the related rights. Therefore,
        although the historical consolidated financial statements presented herein
        are
        those of RxFS no historical information is presented prior to the
        recapitalization as RXFS had not entered into any transactions that would
        impact
        the financial statements presented herein.
 
 On
        August
        3, 2005, Intrepid acquired One Stop Prescriptions #2 (One Stop), a Texas
        Corporation. One Stop operates a closed-door retail and mail-order pharmacy
        in
        Houston, Texas and is licensed to provide mail order prescription services
        in
        twenty states. This acquisition is operated by RxFS and allows RxFS to develop
        mail order pharmacy services in the twenty 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. During the year
        ended December 31, 2006 CADC acted as the general contractor and quality
        control
        manager for the build out of the Company’s My Healthy Access clinics. Although
        revenues were generated from these functions the expenses were passed to
        My
        Healthy Access at cost and as such no profit was generated.
 
 My
        Healthy Access, Inc. (MHA) a Delaware corporation, was formed on March 6,
        2006
        as Healthy Access, Inc. a Tennessee corporation. During the year ended December
        31, 2006 the Company was renamed My Healthy Access, Inc. and its domicile
        was
        changed from Tennessee to Delaware. My Healthy Access develops and operates
        walk-in retail clinics in established retail operations. At December 31,
        2006
        the Company had 4 My Healthy Access clinics open inside Wal-Mart SuperCenters
        in
        the Houston Metro area.
 
 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 is currently inactive.
  4
  Intrepid
        Medical Management Services, Inc. (IMMS) was formed on February 14, 2006
        as a
        Nevada corporation. During the year ended December 31, 2006 the Company was
        renamed My Discount Health Plan, Inc. This entity is currently
        inactive.
 
 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 VipMedRx 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
        its Pharmacy Benefit Management business.
 
 Management
        has positioned the company to become a leading pharmacy company whose mission
        is
        to provide prescription fulfillment and pharmacy management services to the
        underserved United State urban healthcare market.
 
 My
        Healthy Access, Inc.
 The
        business strategy of MHA is to pursue the growth of the company through
        establishing health care clinics in retail or business establishments, mainly,
        located in urban
        communities with predominantly uninsured, or underinsured, residents .
        These
        clinics provide immediate health care for minor modalities. The medical services
        are provided by licensed Nurse Practitioners with physician oversight. At
        December 31, 2006 the Company had 4 My Healthy Access clinics open inside
        Wal-Mart SuperCenters in the Houston Metro area.
 
 The
        modalities which are treated by MHA include colds, vaccinations, minor aches
        and
        pain, ear and eye infections. Management believes that MHA is the only company
        focusing on the mini clinic concept that targets urban communities with
        predominantly uninsured, or underinsured, residents.
  5
  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.
 
 My
        Healthy Access, Inc
 MHA
        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. MHA provides these services mainly to individuals
        living and working in medically underserved minority and urban communities.
        MHA
        clinics are located in established retail mass merchandiser, grocery, pharmacy,
        or business office locations. Clinic locations operate seven days per week.
 
 MHA
        follows the recommendations of the Institute of Medicine by providing care
        that
        is safe, timely, efficient, effective, and participant centered.
        Immunizations, vaccines, physicals, screenings, and care for very specific
        acute
        conditions such as headache, sinus, flu, sore throats, aches and pains are
        provided.  A team of advanced practice nurses called nurse practitioners
        provide treatment.  They collaborate with physicians, pharmacists, and
        other health resource providers.  The nurse practitioners can prescribe
        medications, order lab tests, or help individuals decipher which kind of
        health
        professional may be appropriate to treat a major health problem.  The
        average cost of a service is less than $50.00.  Physicals and some lab
        procedures are more. All conditions that can be treated and the associated
        costs
        are posted so that our costs are fully transparent to the
        patient.
 
 MHA
        services is intended to supplement that provided in the patients’ medical home
        by their primary care provider (PCP).  Permission to share information is
        to be routinely obtained from all individuals.  Some smaller PCP offices
        may even choose to use My Healthy Access Clinics services as their after
        hours
        backup for vacation and other absences.
 
  6
  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.
 
 My
        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 MHA may be
        covererd by private insurance, Medicaid, Medicare, or may be uninsured cash
        patients. MHA accepts patients eighteen months and older.
 
 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.
 
  7
  My
        Healthy Access, Inc.
 MHA
        competes with approximately 10 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 100 locations nationwide. To our
        knowledge, none of our competitors have targeted the urban market. The urban
        market remains the target of MHA clinic operations. This market is developing
        and lacks sufficient data to determine market share by company.
 
 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.
 
 Our
        clinic operations may also subject us to litigation and liability for damages.
        In order to mitigate these risks we carry medical malpractice insurance and
        general liability insurance for all of our clinic locations. 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 55 full-time employees, of which
        5 are
        directly involved with the day to day management on the parent company, 4
        are
        involved in sales and customer service for our pharmacy operations, and 46
        are
        involved in the management and operation of our retail clincs. In addition,
        the
        Company has independent contractor relationships with 3 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.
 
  8
  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.
 
 RISK
        FACTORS
 
 **Factors
        That May Impact Our Business**
  We
        operate in a dynamic and rapidly changing business environment that involves
        many risks and uncertainties. Following we discuss the factors that could
        cause,
        or contribute to causing, actual results to differ materially from what we
        expect or from any historical patterns or trends. These risks include those
        that
        we consider to be significant to your decision whether to invest in our common
        stock at this time. There may be risks that you view differently than we
        do, and
        there are other risks and uncertainties that we do not presently know of
        or that
        we currently deem immaterial, but that may, in fact, harm our business in
        the
        future. If any of these events occur, our business, results of operations
        and
        financial condition could be seriously harmed, the trading price of our common
        stock could decline and you may lose part or all of your investment. You
        should
        consider carefully the following factors, in addition to other information
        in
        this Annual Report on Form 10-KSB, in evaluating our business.
  **Our
        limited operating history makes it difficult to evaluate our prospects and
        the
        merits of investing in our Common Stock.**
 
 We
        have
        only recently entered the mail order, central fill and electronic prescription
        business as a pharmacy company and the convenient care clinic business, and
        as
        such, have only a very limited history of operations upon which you can evaluate
        our business. We are wholly dependent on continued financing from our existing
        shareholders and other non-related entities to sustain our operations and
        to
        carry out our business strategy. There can be no assurance that we will achieve
        our business objectives or that our proposed plan of business can be developed
        in the manner contemplated. You must consider our prospects in light of the
        risks, expenses and challenges we might encounter because we are at an early
        stage of development in new and developing markets. We may not successfully
        address these risks, and our business strategy may not prove successful.
        If not,
        investors may lose all or substantially all of their
        investment.
  9
   **We
        reco** **r** **ded
        only $728,070 in revenues since our inception, we have a large accumulated
        deficit, we expect future losses and we may not achieve or maintain
        profitability.**
 
 Since
        the
        inception of our operations, as currently constituted, through December 31,
        2006, we have recorded only $728,070 in revenues. As a result, we will need
        to
        significantly increase the revenues we receive from sales of our services
        in
        order to achieve profitability. Since the inception of our operations, as
        currently constituted, we have incurred substantial losses in funding the
        growth
        of our organizational resources and other activities. As of December 31,
        2006,
        we had an accumulated deficit of $7.2 million.
 
 We
        expect
        that our expenses will continue to increase significantly as we, among other
        things:
  ·
            increase
                deployment of our mail-order and clinic pharmacy services; ·
            launch
                mini-clinics for episodic care; ·
            increase
                our infrastructure and headcount in order to support our anticipated
                growth; and ·
            expand
                our national marketing, advertising and sales
                activities. 
 We
        may
        not generate a sufficient level of revenues to offset these expenditures,
        and we
        may be unable to adjust spending in a timely manner to respond to any failure
        to
        increase our revenues. Even if we do achieve profitability, we may not be
        able
        to sustain or increase profitability.
  **We
        expect our future financial results to fluctuate significantly, and a failure
        to
        increase our revenues or achieve profitability may disappoint investors and
        result in a decline in our stock price.**
  Because
        of our limited operating history, we do not have meaningful historical
        information to predict demand for our services, and trends that may emerge,
        in
        our target markets. Moreover, because most of our expenses, such as employee
        compensation and lease payment obligations, are relatively fixed in the short
        term, we may be unable to adjust spending quickly enough to offset any
        unexpected shortfall in revenue growth or any decrease in revenue levels
        in any
        particular period. As a result, it is likely that in some future quarters
        or
        years, our operating results will fall well below the expectations of investors,
        causing our share price to decline. Furthermore, we expect our future quarterly
        and annual operating results to fluctuate significantly as we attempt to
        expand
        our service offerings in our target markets. Our revenues, gross margins
        and
        operating results are difficult to forecast and may vary significantly from
        period to period due to a number of factors, many of which are not in our
        control. These factors include:
  10
 ·
            market
                acceptance of our recently launched services, sales and marketing
                efforts
                and pricing changes by our competitors; ·
            level
                of long-term demand for electronic prescription
                fulfillment; ·
            level
                of demand and revenue generated by each of our proposed mini health
                clinics; ·
            amount
                and timing of expenditures needed to open our proposed mini health
                clinics; ·
            number
                of new contracts we obtain to provide pharmacy benefits management
                services, and our relative performance under each such
                contract; ·
            our
                ability to expand our operations, and amount and timing of related
                expenditures; ·
            our
                ability to successfully expand our national marketing, advertising
                and
                sales activities; ·
            our
                ability to successfully recruit, hire and retain key employees, especially
                nurses to work in our mini health clinics;
                and ·
            general
                economic conditions affecting our
                industry.  **Our
        financial condition and results of operations will depend on our ability
        to
        manage future growth effectively.**
 
 Our
        strategy calls for our business to grow significantly in the years ahead.
        Our
        ability to sustain continued growth depends on our ability to identify and
        evaluate, and our ability to finance and invest in, future pharmacy industry
        opportunities that arise in the market place. Accomplishing such a result
        is
        largely a function of our management’s ability to stay focused and alerted to
        movements and legislation within the pharmacy and related industries. Any
        failure to manage effectively our future growth could have a material adverse
        effect on our business, financial condition and results of
        operations.
  **We
        rely, and will continue to rely, heavily on key relationships with third-parties
        to achieve our business objectives; the failure to maintain these relationships
        or the failure to produce the anticipated results from any of these
        relationships could have a material adverse impact on our business, financial
        condition and results of operations.**
 
 In
        order
        to better market our services and implement our existing agreements, we are
        collaborating with companies and organizations such as McKesson, Wal-Mart,
        Agelity, the National Black Chamber of Commerce and VipMedRx. The failure
        to
        maintain these relationships or to produce the anticipated results under
        the
        current agreements with any of these parties could have a material adverse
        impact on our business, financial condition and results of operations. For
        instance, we are counting on McKesson and Wal-Mart to assist us in bidding
        on
        large governmental and commercial contracts as they come up for renewal,
        and if
        either McKesson or Wal-Mart choose not to assist us in these efforts, our
        ability to bid on and win such contracts will be severely
        impaired.
  11
  **We
        currently rely on McKesson to supply us with almost all of our pharmaceutical
        products for prescriptions that we fill; if McKesson is unable or unwilling
        to
        supply us with pharmaceutical products at the desired price and quantity,
        or if
        our relationship with McKesson were to come an end for any reason, there
        could
        be a material adverse impact on our revenues, profitability and stock
        price.**
  McKesson
        is the nation’s leading healthcare services company. We currently have an
        agreement with McKesson that we will first use it to purchase all pharmaceutical
        products that we would otherwise purchase from pharmaceutical distributors.
        Our
        reliance on a single third-party supplier of our pharmaceutical products
        exposes
        us to the following significant risks outside of our control:
  ·
            increase
                in costs of our pharmaceutical supplies; ·
            maintenance
                of adequate inventory control; and ·
            interruptions,
                delays or other problems with the receipt of pharmaceutical
                supplies.  We
        entered into our agreement with McKesson in July 2005. As a result, we have
        not
        had significant working experience with McKesson and therefore cannot predict
        whether McKesson will be able to satisfy our demands for pharmaceutical products
        at acceptable prices and quantities. If McKesson is unable or unwilling to
        meet
        our requirements, we may be unable to cost effectively provide services to
        our
        customers which could have a material adverse impact on our revenues, profits
        and stock price.
  **We
        have no prior experience in opening or operating health clinics located inside
        the stores of mass merchandise and grocery retailers; and given that this
        business model is relatively new in the industry, there is little to no
        historical market data showing that this model can be
        successful.**
  An
        absolutely critical component of our business strategy calls for us to launch
        mini health clinics that will be located inside the stores of established
        mass
        merchandise and grocery retailers. We recently signed a master lease agreement
        with Wal-Mart whereby we will operate mini health clinics in Wal-Mart stores.
        We
        have no prior experience in opening or operating such clinics, and there
        can be
        no assurance that these clinics will be successful. Moreover, there can be
        no
        assurance that we will be able to open any additional clinics with Wal-Mart
        or
        with anyone else. If the mini health clinic component of our business strategy
        is unsuccessful, our business, financial condition and results of operations
        will be severely impaired.
  12
   **We
        operate in a competitive market for prescription fulfillment and face
        competitors with greater resources, which may make it more difficult for
        us to
        achieve any significant market penetration.**
 
 The
        markets that we serve, and intend to serve, are rapidly evolving and competition
        in each is intense and is expected to increase significantly in the future.
        Most
        of the companies that we compete against have built large and established
        businesses and have much greater financial and human resources. Some of these
        competitors include: Omnicare, PharMerica, NeighborCare, Kindred Pharmacy
        Services, WalGreens, CVS, Express Scripts , Medco,
        Caremark and National Medical Health Card. While we believe that we are
        positioned well within our targeted markets, the Company’s relative position in
        the overall industry is small. There can be no assurance that we will be
        able to
        similarly build such successful businesses or offer services that are
        competitive with our competitor’s service offerings. Because most of our
        competitors have substantially greater resources than we do, they may, among
        other things, be able to undertake more aggressive marketing and pricing
        strategies, obtain more favorable pricing from vendors and make more attractive
        offers to strategic partners than we can. Therefore, we may not be able to
        successfully compete against numerous companies in our target
        markets.
  **If
        we lose our key personnel or are unable to attract and retain additional
        key
        personnel, we may be unable to implement our business strategy or pursue
        new
        opportunities.**
 
 Our
        future success depends in large part upon attracting and retaining key sales,
        marketing and senior management personnel. The loss of the services of any
        of
        our key employees, particularly if lost to competitors, may significantly
        delay
        or prevent the achievement of our business objectives and may adversely affect
        our strategic direction. In particular, the services of Maurice Stone, our
        chairman and chief executive officer, and Toney Means, our president would
        be
        difficult to replace. Mr. Means is the Chairman of the National Black Chamber
        of
        Commerce’s Healthcare Working Group, and we believe that Rx Fulfillment will be
        selected to provide the pharmacy benefit management for the NBCC healthcare
        program covering more than 275,000 members. Our employees may terminate their
        employment with us at any time. In addition, we do not maintain key person
        life
        insurance for any of our personnel. Our future success will also depend on
        our
        ability to identify, recruit, train and retain additional qualified and skilled
        personnel. Due, in part, to the upturn in the economy, there are a limited
        number of qualified sales, marketing and senior management personnel and
        there
        is significant competition for these personnel. We may be unable to attract
        and
        retain personnel with the qualifications necessary for the further development
        of our business. If we fail to attract and retain personnel, particularly
        management and pharmacy and nursing personnel, we may not be able to execute
        on
        our business plan.
 
  13
  **Changes
        in the United States healthcare environment could have a material negative
        impact on our revenues and net income.**
  Our
        current and planned services are intended to function within the structure
        of
        the healthcare financing and reimbursement system currently being used in
        the
        United States. In recent years, the healthcare industry has changed
        significantly in an effort to reduce costs. These changes include increased
        use
        of managed care and cuts in Medicare and Medicaid reimbursement levels. We
        expect the healthcare industry to continue to change significantly in the
        future. Some of these changes, such as adverse changes in government funding
        of
        healthcare services, legislation or regulations governing the privacy of
        patient
        information, or the delivery or pricing of pharmaceuticals and healthcare
        services or mandated benefits, may cause healthcare participants to greatly
        reduce the amount of our services they purchase or the price they are willing
        to
        pay for our services.
  **Changes
        in laws or regulations that govern us could have a material adverse impact
        on
        our operations.**
  We
        are
        regulated by the Drug Enforcement Agency, various State Boards of Pharmacy
        and
        the Securities and Exchange Commission. Changes in the laws or regulations
        that
        govern us may significantly affect our business. These laws and regulations
        may
        be changed from time to time, and interpretations of the relevant laws and
        regulations are also subject to change. For instance, we are subject to
        extensive and frequently changing local, state and federal laws and regulations
        relating to healthcare fraud. The federal government continues to strengthen
        its
        position and scrutiny over practices involving healthcare fraud affecting
        the
        Medicare, Medicaid and other government healthcare programs. Furthermore,
        our
        relationships with pharmaceutical distributors and healthcare providers subject
        our business to laws and regulations on fraud and abuse. Many of the regulations
        applicable to us are vague or indefinite and have not been interpreted by
        the
        courts. They may be interpreted or applied by a prosecutorial, regulatory
        or
        judicial authority in a manner that could require us to make changes in our
        operations. If we fail to comply with applicable laws and regulations, we
        could
        suffer civil and criminal penalties, including the loss of licenses or our
        ability to participate in Medicare, Medicaid and other federal and state
        healthcare programs.
  14
   **New
        and potential federal regulations relating to patient confidentiality and
        format
        and data content standards could impose significant unforeseen liabilities
        on
        us.**
 
 State
        and
        federal laws regulate the confidentiality of patient records and the
        circumstances under which those records may be released. These regulations
        govern both the disclosure and use of confidential patient medical record
        information and will require the users of such information to implement
        specified security measures. Regulations currently in place governing electronic
        health data transmissions continue to evolve and are often unclear and difficult
        to apply. For instance, the Health Insurance Portability and Accountability
        Act
        of 1996 (“HIPAA”) requires national standards for some types of electronic
        health information transactions and the data elements used in those
        transactions, security standards to ensure the integrity and confidentiality
        of
        health information and standards to protect the privacy of individually
        identifiable health information. The evolving HIPAA-related laws or regulations
        could restrict the ability of for us to obtain, use or disseminate patient
        information. Additionally, we may need to expend additional capital and other
        resources to develop and maintain policies, procedures and general business
        practices to address evolving data security and privacy issues. Our failure
        to
        consistently comply with these laws and regulations could result in significant
        liability to the Company.
  **Investors
        may have a difficult time reselling our Common Stock.**
 
 Our
        Common Stock is thinly traded on the O-T-C Bulletin Board Market under the
        symbol “ITPD.OB.” There can be no assurance that a more active market will
        develop for our Common Stock. Thus, investors may not be able to resell our
        Common Stock at the particular times or prices desired, if at all.
  **Concentration
        of ownership among our existing management, directors and principal stockholders
        may prevent new investors from influencing significant corporate
        decisions.**
 
 Our
        management, directors and principal stockholders beneficially own, in total,
        approximately 25% of our outstanding Common Stock. As a result, these
        stockholders, acting together, will have the ability to exert substantial
        influence over all matters requiring approval by our stockholders, including
        the
        election and removal of directors and any proposed merger, consolidation
        or sale
        of all or substantially all of our assets and other corporate transactions.  They
        could disproportionately influence the management of our business and affairs.
        This concentration of control could disadvantage other stockholders with
        interests different from those of our management, directors and principal
        stockholders. For example, our management, directors and principal stockholders
        may be able to delay or prevent an acquisition or merger even if the transaction
        would benefit other stockholders. In addition, this concentration of share
        ownership may adversely affect the trading price for our Common Stock because
        investors often perceive disadvantages in owning stock in companies with
        controlling stockholders.
  15
  **Provisions
        of our articles of incorporation and bylaws could deter takeover
        attempts.**
 
 Our
        articles of incorporation, bylaws and Nevada law contain provisions that
        may
        have the effect of discouraging, delaying or making more difficult a change
        in
        control and preventing the removal of incumbent directors. The existence
        of
        these provisions may negatively impact the price of our stock and may discourage
        third-party bids. These provisions may reduce any premiums over market price
        paid to our stockholders for their shares of our stock. Furthermore, we are
        subject to provisions that govern business combinations with interested
        stockholders that also could have the effect of delaying or preventing a
        change
        in control.
  **We
        do not intend to pay dividends on our Common Stock.**
 
 We
        have
        never declared or paid any cash dividend on our capital stock. We currently
        intend to retain any future earnings for funding growth and, therefore, do
        not
        expect to pay any dividends in the foreseeable future.
  16
   **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. 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.
 
 Additionally,
        our My Healthy Access, Inc. subsidiary executed a master lease agreement
        with
        Wal-Mart Stores, Inc. to operate mini-health clinics in certain Wal-Mart
        SuperCenters. As of December 31, 2006 lease addendums for 4 of these clinics
        had
        been executed. The term of the Wal-Mart lease addendums is for 36 months
        at an
        average monthly rental rate of $1,620.
  **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, 2006.
 
  17
  **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.
 
 High
              
              LowFiscal
                  Year 2006First
                  Quarter
              
              $
              0.81
              
              $
              0.22Second
                  Quarter
              
              $
              0.60
              
              $
              0.16Third
                  Quarter
              
              $
              0.48
              
              $
              0.22Fourth
                  Quarter
              
              $
              0.44
              
              $
              0.20Fiscal
                  Year 2005First
                  Quarter*
              
              $
              0.75
              
              $
              0.10Second
                  Quarter
              
              $
              0.90
              
              $
              0.10Third
                  Quarter
              
              $
              0.80
              
              $
              0.15Fourth
                  Quarter
              
              $
              0.80
              
              $
              0.25Fiscal
                  Year 2004First
                  Quarter*
              
              $
              0.15
              
              $
              0.07Second
                  Quarter*
              
              $
              0.10
              
              $
              0.06Third
                  Quarter*
              
              $
              0.20
              
              $
              0.08Fourth
                  Quarter*
              
              $
              0.60
              
              $
              0.10*
                  This quarter represents the common stock price of the predecessor
                  entity
                  prior to the recapitalization on Aril 27, 2005.
 Common
        Stock
 The
        closing price of our common stock on December 29, 2006, as quoted by the
        NASD’s
        OTC Bulletin Board was $.32.
 
  18
  Record
        Holders
 As
        of
        February 28, 2007 there were approximately 680 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.
 
 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.
 
 Stock
        Option Plan
 Effective
        October 15, 2005 our Board of Directors adopted the “2005 Stock Plan for
        Directors, Officers, and Consultants“ (“the Stock Plan”), subject to approval by
        the our stockholders within 12 months of the date of adoption. On April 24,
        2006
        we filed an amended Stock Plan which increased the authorized shares for
        issuance under the plan from 3,000,000 to 5,000,000. The purpose of the Stock
        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.
 
 During
        the year ended December 31, 2006 we issued 487,000 shares under the Stock
        Plan
        to our employees, officers, and directors valued at $195,350 based on the
        quoted
        market price of our common stock on the respective dates of
        agreement.
 
 Also,
        during the year ended December 31, 2006 we issued 2,618,166 shares under
        the
        Stock Plan to several consultants for services valued at $731,768 based
        on
        the quoted market price of our common stock on the respective dates of
        agreement.
 19
  In
        addition, during the year ended December 31, 2006, pursuant to the Stock
        Plan,
        certain consultants have exercised options granted to purchase common stock
        directly from the Company. We received $371,425 from the exercise of options
        to
        purchase 1,600,000 shares of common stock valued at an average of $.23 based
        on
        the quoted market price of the our common stock on the grant date of the
        underlying options.
 
 Options
        granted outside the Stock Plan
 During
        the year ended December 31, 2006 we granted options to purchase 1,500,000
        shares
        of common stock to two of our officers. These options have an exercise term
        of 3
        years at a price of $.30 per share based on the quoted market price of the
        our
        common stock on the grant date of the options.
 
 Additionally,
        during the year ended December 31, 2006 we granted options to purchase 500,000
        shares of common stock to a consultant of the Company. These options have
        an
        exercise term of 3 years at a price of $.35 per share based on the quoted
        market
        price of our common stock on the grant date of the options.
 
 Issuances
        outside the Stock Plan
 During
        the year ended December 31, 2006 we issued 2,847,000 shares of our common
        stock
        to consultants for services valued at $830,300 based on the quoted market
        price
        of our common stock on the issuance date.
 
 Additionally,
        during the year ended December 31, 2006 we issued 970,000 shares of its common
        stock to employees, officers, and directors valued at $326,000 based on the
        quoted market price of our common stock on the issuance date.
 
 During
        the period from Inception, April 27, 2005 to December 31, 2005, we 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
        our common stock on the date of the agreement.
 
 Private
        Placement
 In
        a
        private placement in November 2006, we raised $37,000 from investors by the
        issuance of 148,000 shares of our stock at a price of $.25 per share. Under
        the
        terms of the Securities Purchase Agreement, we also issued two series of
        warrants to the investors to purchase 37,000 shares of our common stock at
        a
        exercise price of $.50 per share and 37,000 shares of our common stock at
        a
        exercise price of $1.00 per share. These warrants have a term of two years.
        The
        fair value of these warrants of approximately $17,600 was calculated using
        the
        Black-Scholes pricing model with the following assumptions- risk free interest
        rate of 5.00%; dividend yield of 0%; and a volatility of 189%. In accordance
        with Emerging Issues Task Force Issue 00-19, *Accounting
        for Derivative Financial Instruments Indexed to, and Potentially Settled
        in, a
        Company’s Own Stock* ,
        (EITF
        00-19) these warrants have been accounted for as permanent equity
        instruments.
  20
  The
        common stock issued in the Private Placement had a fair value of $40,000
        based
        upon the quoted market price of our common stock on the date of issuance
        which
        caused a loss on issuance of common stock of $2,870.
 
 Also,
        in
        a private placement in September 2006, we raised $162,975 from investors
        by the
        issuance of 651,900 shares of our stock at a price of $.25 per share. Under
        the
        terms of the Securities Purchase Agreement, we also issued two series of
        warrants to the investors to purchase 162,975 shares of our common stock
        at a
        exercise price of $.50 per share and 162,975 shares of our common stock at
        a
        exercise price of $1.00 per share. These warrants have a term of two years.
        The
        fair value of these warrants of approximately $76,500 was calculated using
        the
        Black-Scholes pricing model with the following assumptions- risk free interest
        rate of 5.00%; dividend yield of 0%; and a volatility of 189%. In accordance
        with EITF 00-19, these warrants have been accounted for as permanent equity
        instruments.
 
 The
        common stock issued in the Private Placement had a fair value of $212,207
        based
        upon the quoted market price of our common stock on the date of issuance
        which
        caused a loss on issuance of common stock of $49,232.
 
 Issuance
        of Warrants to Purchase Common Stock
 During
        the year ended December 31, 2006 we granted certain note holders warrants
        to
        purchase 312,500 shares of our common stock at an exercise price of $.50
        per
        share and 312,500 shares of our common stock at an exercise price of $.75
        per
        share. These warrants have a term of two years. The fair value of these warrants
        of $166,762 was calculated using the Black-Scholes pricing model with the
        following assumptions- risk free interest rate of 5.00%; dividend yield of
        0%;
        and a volatility of 183%. In accordance with EITF 00-19, these warrants have
        been accounted for as permanent equity instruments.
 
 Conversion
        of Notes Payable and Other Liabilities
 During
        the year ended December 31, 2006, the Company converted unsecured promissory
        notes, certain Third Party Advances, current liabilities, and accrued interest
        totaling $1,222,515 into 4,622,064 shares of its common stock with a fair
        value
        of $1,346,137 based on the quoted market price of its common stock on the
        respective date of conversion, which resulted in a $123,622 loss on conversion
        of notes and advances payable.
 21
  **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, 2006.
 
 Plan
                  category
              
              Number
                  of securities to be issued upon exercise of outstanding options,
                  warrants
                  and rights
              
              Weighted
                  average exercise price of outstanding options, warrants and
                  rights
              
              Number
                  of securities remaining available for future issuanceEquity
                  compensation plans approved by security holders
              
              
              --
              
              
              --
              
              
              --Equity
                  compensation plans not approved by security holders
              
              
              1,500,000
              
              $
              .30
              
              
              --Total
              
              
              1,500,000
              
              $
              .30
              
              
              --
 
  22
  **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. We need capital to cover the
        marketing, operations, software development and customer support expenses
        during
        this ramp-up period.
 
 One
        potential source of revenue for us is related to new Federal Medicare
        regulations which require that Medicare prescriptions be generated
        electronically. These regulations took effect in January 2006 and are required
        to 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 a patient to request that his or her medicine be delivered
        to the 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.
 
  23
  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
        practitioners and internists whose practices are in urban communities. We
        believe that our affiliation with this organization will lead to an increase
        in
        prescriptions being filled by RxFS. We project market penetration of 10%
        within
        this group of doctors by the end of 2007.
 
 Another
        potentially significant relationship 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.
 
 In
        addition to our pharmacy operations, during 2006 the Company formed My Healthy
        Access, Inc. (“MHA”) to open and operate retail healthcare clinics in urban
        communities with predominantly uninsured, or underinsured, residents. These
        clinics provide immediate health care for minor modalities. The medical services
        are provided by licensed Nurse Practitioners with physician oversight. At
        December 31, 2006 the Company had 4 My Healthy Access clinics open inside
        Wal-Mart SuperCenters in the Houston Metro area.
 
 The
        modalities which are treated by MHA include colds, vaccinations, minor aches
        and
        pain, ear and eye infections. Management believes that MHA is the only company
        focusing on the mini clinic concept that targets urban communities with
        predominantly uninsured, or underinsured, residents.
  **Plan
        of Operations**
  **RxFS**
 New
        e-prescription regulations went into effect January 1, 2006 and full
        implementation is required by the end of 2009. We intend to aggressively
        market
        our e-prescription and pharmacy fulfillment services in 2006. We have initiated
        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.
   24
  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 use various mediums to market to these targets, including the
        following:
  ·
              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
  ·
              Personal
                  visits by sales representatives in areas of market
                  concentration.
  **MHA**
 MHA’s
        plan of operation is to continue expending its network of clinics in established
        retail environments while simultaneously focusing on the growth of services
        at
        our existing locations. Subsequent to December 31, 2006 the company has opened
        an additional two clinics in the Houston metro area and is currently developing
        several additional locations in the Houston metro area.
  25
  Results
        of Operations, Year Ended December 31, 2006 versus December 31,
        2005


Our
        revenues for the year ended December 31, 2006 were $688,691 and costs of
        sales
        relating to these revenues were $763,518, versus revenues of $39,379 and
        cost of
        sales relating to those revenues of $28,986 for the year ended December 31,
        2005. The increase in revenue and costs of good sold is primarily due to
        the
        startup of our pharmacy business in the 3 rd quarter,
        2005.
 
 Our
        operating expenses and net loss for the year ended December 31, 2006 totaled
        $5,676,657 and $5,971,979 respectively, versus $813,127 and $1,265,118 for
        the
        year ended December 31, 2005. Our operating expenses for the year ended December
        31, 2006 and 2005 consisted primarily of payroll, labor, and consulting expenses
        of $4,696,285 and $599,256 respectively as well as general and administrative
        expenses of $980,372 and $213,871 respectively.
 
 In
        addition to our operating expenses, during the year ended December 31, 2006
        and
        2005 we recognized interest expense of $44,471 and $435,616 respectively
        as well
        as a loss on issuance of common stock of $175,724 and $26,768 respectively.
 
 During
        the year ended December 31, 2006, we converted unsecured promissory notes,
        certain Third Party Advances, current liabilities, and accrued interest totaling
        $1,222,515 into 4,622,064 shares of our common stock with a fair value of
        $1,346,137 based on the quoted market price of our common stock on the
        respective date of conversion, which resulted in a $123,622 loss on conversion
        of notes and advances payable.
 
 Additionally,
        during the year ended December 31, 2006 we entered into private placement
        agreements with certain shareholders who purchased 799,900 shares of our
        common
        stock directly from us for $199,975. Because these shares were sold below
        market
        value based on the quoted market price of our common stock on the respective
        date of placement, we recognized a $52,102 loss on issuance of common
        stock.
 
 During
        the period from inception, April 27, 2005, to December 31, 2005 we 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 our common stock, which resulted
        in
        a $26,768 loss on issuance of common stock.
 
 Results
        of Operations, Period from Inception, April 27, 2005, to December 31,
        2006
 
 Our
        revenues for the period from inception, April 27, 2005, to December 31, 2006
        were $728,070 and costs of sales relating to these revenues were $792,504.
        Our
        operating expenses and net loss for the period from inception, April 27,
        2005,
        to December 31, 2006 totaled $6,489,784 and $7,237,097 respectively. Our
        operating expenses consisted primarily of payroll, labor, and consulting
        expenses of $5,295,541 and general and administrative expenses of $1,194,243.
  26
  In
        addition to our operating expenses we recognized interest expense of $480,387,
        primarily related to deferred debt issuance costs and imputed interest on
        the
        previously discussed notes payable as well as a $202,492 loss on issuance
        of
        common stock.
 
 During
        the period from inception, April 27, 2005, to December 31, 2006, we converted
        unsecured promissory notes, certain Third Party Advances, current liabilities,
        and accrued interest totaling $1,390,058 into 5,040,921 shares of our common
        stock with a fair value of $1,540,448 based on the quoted market price of
        our
        common stock on the respective date of conversion, which resulted in a $150,390
        loss on conversion of notes and advances payable.
 
 Liquidity
        and Capital Resources
 As
        of
        December 31, 2006 our current assets were $74,032 and current liabilities
        were
        $2,123,552, which caused a working capital deficiency of
        $2,049,520.
 
 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. 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.
 
 Additionally,
        our My Healthy Access, Inc. subsidiary executed a master lease agreement
        with
        Wal-Mart Stores, Inc. to operate mini-health clinics in certain Wal-Mart
        SuperCenters. As of December 31, 2006 lease addendums for 4 of these clinics
        had
        been executed. The term of the Wal-Mart lease addendums is for 36 months
        at an
        average monthly rental rate of $1,620.
 
 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 may be granted
        discretionary bonuses based upon the performance of CADC. As of December
        31,
        2006 no bonuses had been paid or accrued to Mr. Woolfolk.
 
 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.
  27
  
 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.
 
 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.
  28
  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”.
 
 REVENUE
        RECOGNITION
 At
        this
        time the Company derives revenues principally from its pharmacy operation,
        RxFulfillment Services, Inc. In general, RxFS 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.
 
 Our
        My
        Healthy Access, Inc. subsidiary collects direct payments for services from
        its
        customers at the time of service or collects a co-payment at the time of
        service
        and bills the remaining amount to either a approved private insurance agency
        or
        through one of several governmentally subsidized programs. Revenue is fully
        recognized by the Company when the service has been provided.
 
 
 **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.
  29


INTREPID
      HOLDINGS, INC.


AND
      SUBSIDIARIES


(A
      DEVELOPMENT STAGE ENTERPRISE)




CONTENTS





PageREPORT
                  OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              F-1CONSOLIDATED
                  FINANCIAL STATEMENTSConsolidated
                  Balance Sheet as of December 31, 2006
              F-2
                  - F-3Consolidated
                  Statements of Operations
              F-4for
                  the year ended December 31, 2006, andfor
                  the periods from Inception, April 27, 2005 to December 31, 2006
                  and
                  2005Consolidated
                  Statements of Changes in Stockholders’ Deficit
              F-5for
                  the year ended December 31, 2006, andfor
                  the periods from Inception, April 27, 2005 to December 31, 2006 and
                  2005Consolidated
                  Statements of Cash Flows
              F-6
                  - F-7for
                  the year ended December 31, 2006 andfor
                  the periods from Inception, April 27, 2005 to December 31, 2006
                  and
                  2005NOTES
                  TO CONSOLIDATED FINANCIAL STATEMENTS
              F-8
                  - F-25





30


**H** AM,
 **L** ANGSTON
        &
 **B** REZINA,
        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, 2006, and the related consolidated statements of operations, changes
        in
        stockholders’ deficit and cash flows for the year ended December 31, 2006 and
        for the periods from Inception, April 27, 2005 to December 31, 2005 and 2006.
        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 audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audits 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
        audits provide 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, 2006, and the results of its operations and
        its
        cash flows for the year ended December 31, 2006 and for the periods from
        Inception, April 27, 2005 to December 31, 2005 and 2006 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 recurring losses and negative cash flows
        from operations 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.
  
  /s/ HAM,
        LANGSTON & BREZINA, LLP
 Houston,
        Texas
 March
        30,
        2007
 
 F-1





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





ASSETSDecember
                31, 2006CURRENT
                ASSETSCash
            
            $
            2,611Accounts
                receivable, less allowance for doubtfulaccounts
                of $10,505
            
            
            40,885Inventory
            
            
            29,183Prepaid
                Expenses
            
            
            1,353Total
                Current Assets
            
            
            74,032OFFICE
                EQUIPMENT AND FURNISHINGS, Net
            
            
            307,301OTHER
                ASSETSIntangible
                Property - Licenses
            
            
            114,000Deposits
            
            
            12,557Total
                Other Assets
            
            
            126,557TOTAL
                ASSETS
            
            $
            507,890










F-2






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


LIABILITIES
                AND STOCKHOLDERS' DEFICITDecember
                31, 2006CURRENT
                LIABILITIESBank
                Overdraft
            $
            32,488Accounts
                Payable
            
            587,922Other
                Current Liabilities
            
            51,142Notes
                Payable to Stockholders
            
            1,075,000Advances
                From Third Parties
            
            377,000Total
                Current Liabilities
            
            2,123,552COMMITMENTS
                AND CONTINGENCIESSTOCKHOLDERS'
                DEFICITPreferred
                Stock, $.001 par value, 1 million sharesauthorized;
                no shares issued and outstanding
            
            -Common
                Stock, $.001 par value, 100 million sharesauthorized;
                51,328,175 shares issued and outstanding
            
            51,328Additional
                paid-in capital
            
            5,570,107Deficit
                Accumulated During the Development Stage
            
            (7,237,097
            )TOTAL
                STOCKHOLDERS' DEFICIT
            
            (1,615,662
            )TOTAL
                LIABILITIES AND STOCKHOLDERS' DEFICIT
            $
            507,890














F-3






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




Period
                  from
              
              Period
                  fromInception,
              
              Inception,Year
                  Ended
              
              April
                  27, 2005 to
              
              April
                  27, 2005 toDecember
                  31, 2006
              
              December
                  31, 2005
              
              December
                  31, 2006REVENUES
              
              $
              688,691
              
              $
              39,379
              
              $
              728,070COST
                  OF REVENUES
              
              
              763,518
              
              
              28,986
              
              
              792,504GROSS
                  PROFIT/(LOSS)
              
              
              (74,827
              )
              
              10,393
              
              
              (64,434
              )EXPENSESPayroll,
                  contract labor & consultants
              
              
              4,696,285
              
              
              599,256
              
              
              5,295,541Selling,
                  general and administrative expenses
              
              
              980,372
              
              
              213,871
              
              
              1,194,243OPERATING
                  LOSS
              
              
              (5,751,484
              )
              
              (802,734
              )
              
              (6,554,218
              )Interest
                  expense
              
              
              (44,771
              )
              
              (435,616
              )
              
              (480,387
              )Loss
                  on issuance of common stock
              
              
              (175,724
              )
              
              (26,768
              )
              
              (202,492
              )NET
                  LOSS
              
              $
              (5,971,979
              )
              $
              (1,265,118
              )
              $
              (7,237,097
              )NET
                  LOSS PER SHARE:Common
                  Stock:Basic
                  and Diluted Net Loss Per Share
              
              $
              (0.13
              )
              $
              (0.03
              )
              $
              (0.17
              )Denominator
                  for Basic and Diluted Net Loss Per ShareWeighted
                  Average Number ofCommon
                  Shares Outstanding
              
              
              45,690,000
              
              
              36,985,000
              
              
              42,160,000














F-4







INTREPID
                HOLDINGS, INC.AND
              SUBSIDIARIES(A
                DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED
                STATEMENTS OF CHANGES IN STOCKHOLDERS'
                DEFICIT




DeficitAccumulatedAdditional
              
              During
                  the
              
              Treasury
              
              TotalCommon
                  Stock
              
              
              
              Paid-In
              
              Development
              
              Stock
              
              Stockholders'Shares
              
              Amount
              
              Capital
              
              Stage
              
              Receivable
              
              Deficit**BALANCE,
                  AT INCEPTION -- April 27, 2005**
              
              **10,240,000**
              
              **$
                  10,240**
              
              **$
                  (10,240)**
              
              **$
                  -**
              
              **$
                  -**
              
              **$
                  -**Adjustment
                  for Costs Paid by Shareholder
              
              
              --
              
              
              --
              
              
              6,500
              
              
              --
              
              
              --
              
              
              6,500Option
                  to Purchase Treasury Stock
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (400,000
              )
              
              (400,000
              )Deferred
                  Debt Issuance Costs
              
              
              --
              
              
              --
              
              
              400,000
              
              
              --
              
              
              --
              
              
              400,000Effect
                  of Recapitalization
              
              
              26,525,188
              
              
              26,525
              
              
              (26,525
              )
              
              --
              
              
              --
              
              
              -Interest
                  Imputed on Non-Interest Bearing Notes Payable
              
              
              --
              
              
              --
              
              
              26,884
              
              
              --
              
              
              --
              
              
              26,884Common
                  Stock Issued for Purchase of Assets of
              
              
              100,000
              
              
              100
              
              
              33,500
              
              
              --
              
              
              --
              
              
              33,600One
                  Stop PrescriptionsCommon
                  Stock Issued Upon Conversion of Notes Payable
              
              
              418,857
              
              
              419
              
              
              193,892
              
              
              --
              
              
              --
              
              
              194,311and
                  Accrued InterestCommon
                  Stock Issued for Consulting Services
              
              
              100,000
              
              
              100
              
              
              44,900
              
              
              --
              
              
              --
              
              
              45,000Cancellation
                  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**
              **)**Common
                  Stock Issued for Cash
              
              
              799,900
              
              
              800
              
              
              199,175
              
              
              --
              
              
              --
              
              
              199,975Common
                  Stock Issued for Compensation
              
              
              1,457,000
              
              
              1,457
              
              
              519,893
              
              
              --
              
              
              --
              
              
              521,350Common
                  Stock Issued for Consulting Services
              
              
              5,465,166
              
              
              5,465
              
              
              1,556,603
              
              
              --
              
              
              --
              
              
              1,562,068Common
                  Stock Issued Upon Conversion of Advances
              
              
              1,556,664
              
              
              1,557
              
              
              387,609
              
              
              --
              
              
              --
              
              
              389,166Common
                  Stock Issued Upon Conversion of Current Liabilities
              
              
              296,804
              
              
              297
              
              
              140,904
              
              
              --
              
              
              --
              
              
              141,201Common
                  Stock Issued Upon Conversion of Notes Payable
              
              
              2,768,596
              
              
              2,768
              
              
              689,380
              
              
              --
              
              
              --
              
              
              692,148Common
                  Stock Issued Upon Exercise of Stock Options
              
              
              1,600,000
              
              
              1,600
              
              
              369,825
              
              
              --
              
              
              --
              
              
              371,425Expense
                  of Stock Option & Warrant Grants
              
              
              --
              
              
              --
              
              
              1,232,179
              
              
              --
              
              
              --
              
              
              1,232,179Interest
                  Imputed on Non-Interest Bearing Notes Payable
              
              
              --
              
              
              --
              
              
              29,904
              
              
              --
              
              
              --
              
              
              29,904Loss
                  on Conversion of Notes & Advances Payable
              
              
              --
              
              
              --
              
              
              123,622
              
              
              --
              
              
              --
              
              
              123,622Loss
                  on Issuance of Common Stock
              
              
              --
              
              
              --
              
              
              52,102
              
              
              --
              
              
              --
              
              
              52,102Net
                  loss
              
              
              --
              
              
              --
              
              
              --
              
              
              (5,971,979
              )
              
              --
              
              
              (5,971,979
              ).**BALANCE
                  -- December 31, 2006**
              
              
              **51,328,175**
              
              **$**
              **51,328**
              
              **$**
              **5,570,107**
              
              **$**
              **(7,237,097**
              **)**
              **$**
              **--**
              
              **$**
              **(1,615,662**
              **)**
















F-5






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




Period
                  from
              
              Period
                  fromInception,
              
              Inception,Year
                  Ended
              
              April
                  27, 2005 to
              
              April
                  27, 2005 toCASH
                  FLOWS FROM OPERATING ACTIVITIES
              
              December
                  31, 2006
              
              December
                  31, 2005
              
              December
                  31, 2006Net
                  Loss
              
              $
              (5,971,979
              )
              $
              (1,265,118
              )
              $
              (7,237,097
              )Adjustments
                  to reconcile net loss to netcash
                  used in operating activities:Loss
                  on Disposal of Office Equipment
              
              
              1,284
              
              
              -
              
              
              1,284Interest
                  Imputed on Non-Interest Bearing Notes Payable
              
              
              29,904
              
              
              26,884
              
              
              56,788Costs
                  Paid by Shareholder
              
              
              -
              
              
              6,500
              
              
              6,500Interest
                  Converted to Common Stock
              
              
              2,974
              
              
              2,542
              
              
              5,516Depreciation
                  and Amortization
              
              
              19,343
              
              
              401,237
              
              
              420,580Loss
                  on Issuance of Common Stock
              
              
              175,724
              
              
              26,768
              
              
              202,492Stock
                  Issued for Consulting Services
              
              
              1,562,068
              
              
              45,000
              
              
              1,607,068Compensatory
                  Element of Stock Issuance
              
              
              1,753,529
              
              
              -
              
              
              1,753,529Stock
                  Issued for Conversion of Current Liabilities
              
              
              141,201
              
              
              -
              
              
              141,201Bad
                  Debt Expense
              
              
              16,511
              
              
              -
              
              
              16,511Changes
                  in operating assets and liabilities:Accounts
                  Receivable
              
              
              (50,356
              )
              
              (7,040
              )
              
              (57,396
              )Inventories
              
              
              (18,305
              )
              
              (10,878
              )
              
              (29,183
              )Deposits
              
              
              -
              
              
              (12,557
              )
              
              1,801Prepaid
                  Expenses
              
              
              14,358
              
              
              (15,711
              )
              
              (15,711
              )Accounts
                  Payable
              
              
              534,835
              
              
              53,086
              
              
              620,409Other
                  Current Liabilities
              
              
              (51,339
              )
              
              102,481
              
              
              51,142NET
                  CASH USED IN OPERATING ACTIVITIES
              
              $
              (1,807,760
              )
              $
              (646,806
              )
              $
              (2,454,566
              )CASH
                  FLOWS FROM INVESTING ACTIVITIESPurchases
                  of Office Equipment
              
              
              (265,786
              )
              
              (9,752
              )
              
              (275,538
              )Purchase
                  of Intangible Assets
              
              
              (64,000
              )
              
              (20,000
              )
              
              (84,000
              )NET
                  CASH USED IN INVESTING ACTIVITIES
              
              $
              (329,786
              )
              $
              (29,752
              )
              $
              (359,538
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESCommon
                  Stock Issued for Cash
              
              
              199,975
              
              
              -
              
              
              199,975Exercise
                  of Stock Options
              
              
              371,425
              
              
              -
              
              
              371,425Bank
                  Overdraft
              
              
              32,488
              
              
              -
              
              
              32,488Proceeds
                  from Third Party Advances
              
              
              486,973
              
              
              -
              
              
              486,973Note
                  Proceeds from Stockholders
              
              
              1,050,000
              
              
              763,140
              
              
              1,813,140Note
                  Principal Payments to Stockholders
              
              
              -
              
              
              (54,798
              )
              
              (54,798
              )NET
                  CASH PROVIDED BY FINANCING ACTIVITIES
              
              $
              2,108,373
              
              $
              708,342
              
              $
              2,816,715NET
                  INCREASE IN CASH
              
              
              (29,173
              )
              
              31,784
              
              
              2,611CASH–
                  Beginning
              
              
              31,784
              
              
              -
              
              
              -CASH–
                  Ending
              
              $
              2,611
              
              $
              31,784
              
              $
              2,611
















F-6




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




SUPPLEMENTAL
                  DISCLOSURES OF CASH FLOW INFORMATIONPeriod
                  from
              
              Period
                  fromInception,
              
              Inception,Year
                  Ended
              
              April
                  27, 2005 to
              
              April
                  27, 2005 toDecember
                  31, 2006
              
              December
                  31, 2006
              
              December
                  31, 2006Cash
                  paid for:Interest
              
              $
              8,762
              
              $
              2,227
              
              $
              10,989Income
                  Taxes
              
              $
              -
              
              $
              -
              
              $
              -Non-cash
                  investing and financing activities:
              
              
              
              
              
              
              
              $
              -Note
                  Payable for Option to Purchase Treasury Stock
              
              $
              -
              
              $
              400,000
              
              $
              400,000Notes
                  Payable and Advances Converted to Common Stock
              
              $
              1,081,316
              
              $
              165,000
              
              $
              1,246,316Common
                  Stock Issued for Acquisition of Assets
              
              $
              -
              
              $
              33,600
              
              $
              33,600Capitalization
                  of Deferred Debt Issuance Costs
              
              $
              -
              
              $
              (400,000
              )
              $
              (400,000
              )
















F-7


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





NOTE
      1 - Description
      of Company





Intrepid
      Holdings, Inc. (“Intrepid” or “Company”) 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 all of the assets
      of Rx
      Fulfillment Services, Inc. (RxFS), a privately owned Texas corporation. These
      assets were purchased in exchange for 26,525,188 shares of Intrepid’s common
      stock. The 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. Prior to the
      recapitalization, RXFS was not an operating entity, rather, it was a dormant
      entity which was party to various contracts and owned the contractual rights
      to
      provide pharmacy services and pharmacy fulfillment services to VipMedRx, Inc.
      (VMRx), a company owned by two of Intrepid’s Directors. However, no services had
      ever been provided related to these contracts and the related rights. Therefore,
      although the historical consolidated financial statements presented herein
      are
      those of RxFS no historical information is presented prior to the
      recapitalization as RXFS had not entered into any transactions that would impact
      the financial statements presented herein.





On
      August
      3, 2005, Intrepid acquired One Stop Prescriptions #2 (One Stop), a Texas
      Corporation. One Stop operates a closed-door retail and mail-order pharmacy
      in
      Houston, Texas and is licensed to provide mail order prescription services
      in
      twenty states. This acquisition is operated by RxFS and allows RxFS to develop
      mail order pharmacy services in the twenty 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. During the year
      ended December 31, 2006 CADC acted as the general contractor and quality control
      manager for the build-out of the Company’s My Healthy Access clinics. Although
      revenues were generated from these functions the expenses were passed to My
      Healthy Access at cost and as such no profit was generated.





My
      Healthy Access, Inc. (MHA) a Delaware corporation, was formed on March 6, 2006
      as a wholly owned subsidiary of the Company. My Healthy Access develops and
      operates walk-in minor medical clinics in established retail operations. At
      December 31, 2006 the Company had four My Healthy Access clinics open inside
      Wal-Mart SuperCenters in the Houston Metro area.


F-8




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


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 is currently inactive.





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.





The
      accompanying consolidated financial statements include the accounts of Intrepid
      and its wholly-owned subsidiaries. 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 its pharmacy and retail clinic operations, product
      development, financial planning, raising capital and developing its business
      plan.





The
      accompanying financial statements do not include any adjustments to reflect
      the
      possible future effects on the recoverability and classification of assets
      or
      the amounts and classifications of liabilities that may result from the possible
      inability of the Company to continue as a going concern.








NOTE
      2 - Management
      Plans and Going Concern





The
      Company sustained a substantial operating loss of approximately $5,751,000
      during the year ended December
      31 , 2006,
      and
      as of December
      31 ,
      2006,
      had a deficit accumulated during the development stage of $7,237,000. In
      addition, the Company had negative cash flows from operations of approximately
      $1,808,000 during the year ended December
      31 ,
      2006.





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 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 complying with 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.


F-9




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


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 certain
      shareholders will continue to advance the capital required to meet the Company’s
      financial obligations. There is no assurance, however, that these 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 be used to finance the Company’s future growth. However,
      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.


F-10




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


OFFICE
      EQUIPMENTAND
      FURNISHINGS - Office equipment and furnishings are stated at cost. Depreciation
      is provided over the estimated useful lives of three to seven years using the
      straight-line method. Upon sale or retirement, the cost and
      relatedaccumulated depreciation are eliminated and any resulting gain or
      loss is included in the statement of operations.





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.





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. The Company provides
      allowances for potential credit losses when necessary. There is a $10,500
      allowance for doubtful accounts at December 31 , 2006.





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 , 2006,
      based on the estimated future cash flows of the Company.




F-11




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


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 ofthe deferred tax benefits supported by demonstrated trends in
      the
      Company’s operating results.





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. As of December 31 , 2006
      and
      2005, the Company did not have any common equivalent shares that would be
      considered dilutive.





REVENUE
      RECOGNITION - As of December
      31 ,
      2006
      the Company derived its revenues principally from its 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.





The
      Company’s My Healthy Access, Inc. subsidiary collects direct payments for
      services from its customers at the time of service or collects a co-payment
      at
      the time of service and bills the remaining amount to either an approved private
      insurance agency or through one of several governmentally subsidized programs.
      Revenue is fully recognized by the Company when the service has been
      provided.





STOCK
      BASED COMPENSATION - Statement of Financial Accounting Standards 123(R),
“Share-Based Payment”, (SFAS 123(R)) requires companies to estimate the fair
      value of share-based payment awards on the date of grant using an option-pricing
      model. The value of the portion of the award that is ultimately expected to
      vest
      is recognized as expense over the requisite service periods in the Company's
      consolidated statements of operations. Prior to the adoption of SFAS 123(R),
      the
      Company accounted for stock-based awards to employees and directors using the
      intrinsic value method in accordance with APB 25 as allowed under Statement
      of
      Financial Accounting Standards No. 123, "Accounting for Stock-Based
      Compensation" (SFAS 123). Under the intrinsic value method, no stock-based
      compensation expense for employee stock options had been recognized in the
      Company's consolidated statements of operations because the exercise price
      of
      the Company's stock options granted to employees and directors equaled the
      fair
      market value of the underlying stock at the date of grant.





F-12


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





The
      Company adopted SFAS 123(R) using the modified prospective transition method,
      as
      of January 1, 2006. The Company's consolidated financial statements as of and
      for the year ended December 31 , 2006
      and
      for the period from inception April 27, 2005 to December 31, 2006 and reflect
      the impact of SFAS 123(R). In accordance with the modified prospective
      transition method, the Company's consolidated financial statements for prior
      periods have not been restated to reflect, and do not include, the impact of
      SFAS 123(R).





Stock-based
      compensation expense recognized in the Company's consolidated statements of
      operations for the year ended December 31 , 2006 and
      for the period from inception April 27, 2005 to December 21, 2006 included
      compensation expense for the share-based payment awards granted subsequent
      to
      December 31, 2005 based on the grant date fair value estimated in accordance
      with the provisions of SFAS 123(R).





Stock-based
      compensation expense recognized under SFAS 123(R) related to non-employee stock
      options was $559,000 for the year ended December 31 , 2006
      and
      for the period from inception April 27, 2005 to December 31, 2006.





As
      stock-based compensation expense recognized in the consolidated statements
      of
      operations for the year ended December 31 , 2006 is
      based on awards ultimately expected to vest, it has been reduced for estimated
      forfeitures. SFAS 123(R) requires forfeitures to be estimated at the time of
      grant and revised, if necessary, in subsequent periods if actual forfeitures
      differ from those estimates. In the Company's pro forma information required
      under SFAS 123 for the periods prior to fiscal 2006, the Company accounted
      for
      forfeitures as they occurred.





IMPACT
      OF
      RECENTLY ISSUED ACCOUNTING STANDARDS





In
      February 2006, the Financial Accounting Standards Board (FASB) issued SFAS
      155,
“Accounting for Certain Hybrid Financial Instruments - an amendment of FASB
      Statements No. 133 and 140” (“SFAS 155”). SFAS 155 resolves issues addressed in
      SFAS 133 Implementation Issue No. D1, “Application of Statement 133 to
      Beneficial Interests in Securitized Financial Assets.” The requirements in SFAS
      155 are effective for all financial instruments acquired or issued after the
      beginning of an entity’s first fiscal year that begins after September 15, 2006.
      The adoption of this pronouncement is not expected to have an impact on the
      Company’s consolidated financial position, results of operations, or cash
      flows.





F-13




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


In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS
      157). SFAS 157 defines fair value, establishes a framework for measuring fair
      value in accordance with accounting principles generally accepted in the U.S.,
      and expands disclosures about fair value measurements. SFAS 157 is effective
      for
      the Company as of the beginning of fiscal 2009, with earlier application
      encouraged. Any cumulative effect will be recorded as an adjustment to the
      opening accumulated deficit balance, or other appropriate component of equity.
      The adoption of this pronouncement is not expected to have an impact on the
      Company’s consolidated financial position, results of operations, or cash
      flows.





In
      June
      2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”), which
      clarifies the accounting for uncertainty in tax positions. This Interpretation
      requires an entity to recognize the impact of a tax position in its financial
      statements if that position is more likely than not to be sustained on audit
      based on the technical merits of the position. The provisions of FIN 48 are
      effective for the Company as of the beginning of fiscal 2008, with earlier
      application encouraged. Any cumulative effect of the change in accounting
      principle will be recorded as an adjustment to the opening accumulated deficit
      balance. The adoption of this pronouncement is not expected to have an impact
      on
      the Company’s consolidated financial position, results of operations, or cash
      flows.





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








F-14




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




NOTE
      5 - Office
      Equipment and Furnishings





Office
      equipment and furnishings consist of the following at December 31 , 2006:





Est.
              Life
              Years
            
            Acquisition
              Value
            
            Accumulated
              Depreciation
            
            Net
              ValueComputers
            3
            
            $
            16,481
            
            $
            (2,829
            )
            $
            13,652Office
                Equipment
            5
            
            
            106,848
            
            
            (5,916
            )
            
            100,932Furnishings
                & Fixtures
            5
            
            
            110,123
            
            
            (9,773
            )
            
            100,350Leasehold
                Improvements
            3-7
            
            
            94,182
            
            
            (1,815
            )
            
            92,365Total
            
            
            $
            327,634
            
            $
            (20,333
            )
            $
            307,301








NOTE
      6 - Other
      Current Liabilities





Other
      Current Liabilities at December 31 , 2006
      consist of the following:





Deferred
                Rent Payable
            
            $
            39,117Payroll
                Taxes Payable
            
            
            4,428Sales
                Tax Payable
            
            
            2,443Other
            
            
            5,154Total
            
            $
            51,142








NOTE
      7 - Advances
      from Third Parties





As
      of
      December 31, 2006 the Company had received net, non-interest bearing advances
      from certain third parties totaling $377,000. These advances are not
      collateralized and are due on demand.








NOTE
      8 - Notes
      Payable to Stockholders





OutstandingInterest
            
            Maturity
            
            BalanceMaker
            
            Relationship
            
            Date
            
            Rate
            
            Date
            
            12/31/2006Maurice
                Stone
            
            
            Chairman
            
            
            5/31/2005
            
            
            (1)
            
            
            (2)
            
            $
            25,000Edith
                Premazon
            
            
            Shareholder
            
            
            5/31/2005
            
            
            10%
            
            
            (2)
            
            
            300,000Edith
                Premazon
            
            
            Shareholder
            
            
            5/31/2005
            
            
            10%
            
            
            (2)
            
            
            500,000Incident
                Management
            
            
            Shareholder
            
            
            6/5/2005
            
            
            12%
            
            
            (2)
            
            
            250,000TOTALS
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            1,075,000(1)
                Note bears 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.





F-15




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


During
      the year ended December 31, 2006, the Company converted unsecured promissory
      notes, certain Third Party Advances, current liabilities, and accrued interest
      totaling $1,222,515 into 4,622,064 shares of its common stock with a fair value
      of $1,346,137 based on the quoted market price of its common stock on the
      respective date of conversion, which resulted in a $123,622 loss on conversion
      of notes and advances 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
      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.





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 was contingent upon the Company meeting certain
      milestones. 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.





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.





Due
      to
      the nature of this transaction the Company 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.




F-16




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


NOTE
      9 - Commitments





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. 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.





Additionally,
      the Company’s My Healthy Access, Inc. subsidiary executed a master lease
      agreement with Wal-Mart Stores, Inc. to operate mini-health clinics in certain
      Wal-Mart SuperCenters. As of December 31, 2006 lease addendums of four of these
      clinics had been executed. The term of the Wal-Mart lease addendums is for
      36
      months at an average monthly rental rate of $1,620.





Rent
      expense for the periods ended December 31, 2006 and 2005 totaled $168,170 and
      $23,537 respectively.





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





Year
            Annual
                Expense2007
            $
            236,5582008
            $
            235,7712009
            $
            223,2292010
            $
            162,6392011
            $
            162,639





Subsequent
      to 2011 minimum annual rentals under non-cancelable operating leases total
      $195,326.





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 may be granted discretionary bonuses based upon the
      performance of CADC. During the year ended December 31, 2006 the Company issued
      141,000 shares of its common stock with a fair value of $57,300 based on the
      quoted closing market price of the Company’s common stock on the respective date
      of issuance to Mr. Woolfolk under its 2005 Stock Plan. A summary description
      of
      the Company’s Stock Plan can be found in Note 11.








F-17




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


NOTE
      10 -
      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, 2006, were as
      follows:





Deferred
                tax assets:Net
                operating loss carry-forwards
            
            $
            1,090,835Total
                deferred tax assets
            
            
            1,090,835Valuation
                allowance
            
            
            (1,090,728
            )Net
                deferred tax asset
            
            $
            107Deferred
                tax liabilities:Property
                and equipment
            
            $
            (107
            )Total
                deferred tax liabilities
            
            
            (107
            )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 year ended December
      31, 2006 is as follows:





**Amount**
            
            **Percent**Benefit
                for income tax at federal statutory rate
            
            $
            (2,030,473
            )
            
            (34%)Increase
                in valuation allowance
            
            
            830,837
            
            
            14%Stock
                issued for compensation
            
            
            708,362
            
            
            12%Expense
                of stock option and warrant grants
            
            
            418,941
            
            
            7%Loss
                on conversion of notes payable
            
            
            59,746
            
            
            1%Interest
                imputed on non-interest bearing notes payable
            
            
            10,167
            
            
            0%Other
            
            
            2,420
            
            
            0%$
            --
            
            
            --





F-18




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


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:





**Amount**
            
            **Percent**Benefit
                for income tax at federal statutory rate
            $
            (430,140
            )
            
            (34%)Increase
                in valuation allowance
            
            259,891
            
            
            20%Amortization
                of deferred debt issuance costs
            
            136,000
            
            
            11%Stock
                issued for compensation
            
            15,300
            
            
            1%Loss
                on conversion of notes payable
            
            9,101
            
            
            1%Interest
                imputed on non-interest bearing notes payable
            
            9,141
            
            
            1%Other
            
            707
            
            
            0%$
            --
            
            
            --





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, 2006 is as follows:





**Amount**
            
            **Percent**Benefit
                for income tax at federal statutory rate
            $
            (2,460,613
            )
            
            (34%)Increase
                in valuation allowance
            
            1,090,728
            
            
            15%Amortization
                of deferred debt issuance costs
            
            136,000
            
            
            2%Stock
                issued for compensation
            
            723,662
            
            
            10%Expense
                of stock option and warrant grants
            
            418,941
            
            
            6%Loss
                on conversion of notes payable
            
            68,847
            
            
            1%Interest
                imputed on non-interest bearing notes payable
            
            19,308
            
            
            0%Other
            
            3,127
            
            
            0%$
            --
            
            
            --





As
      of
      December 31, 2006, for U.S. federal income tax reporting purposes, the Company
      has approximately $3,208,337 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, 2026. 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 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.


F-19




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


NOTE
      11 - Stockholders’
      Deficit





Stock
      Option Plan


Effective
      October 15, 2005 the Company's Board of Directors adopted the “2005 Stock Plan
      for Directors, Officers, and Consultants“ (“the Stock Plan”), subject to
      approval by the Company's stockholders within 12 months of the date of adoption.
      On April 24, 2006 the Company filed an amended Stock Plan which increased the
      authorized shares for issuance under the Stock Plan from 3,000,000 to 5,000,000.
      The purpose of the Stock 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.





During
      the year ended December 31, 2006 the Company issued 487,000 shares under the
      Stock Plan to its employees, officers, and directors valued at $195,350 based
      on
      the quoted market price of the Company’s common stock on the respective dates of
      agreement.





Also,
      during the year ended December 31, 2006 the Company issued 2,618,166 shares
      under the Stock Plan to several consultants for services valued at $731,768 based
      on
      the quoted market price of the Company’s common stock on the respective dates of
      agreement.





In
      addition, during the year ended December 31, 2006, pursuant to the Stock Plan,
      certain consultants have exercised options granted to purchase common stock
      directly from the Company. The Company received $371,425 from the exercise
      of
      options to purchase 1,600,000 shares of common stock valued at an average of
      $.23 based on the quoted market price of the Company’s common stock on the grant
      date of the underlying options.





The
      weighted-average estimated fair value of stock options granted pursuant to
      the
      Stock Plan during the year ended December 31, 2006 was $0.25 per share using
      the
      Black-Scholes model with the following assumptions:





Expected
      volatility  255%


Risk-free
      interest rate  5.0%


Expected
      life  3 years





Based
      on
      the Company’s limited forfeiture history, the Company utilized a zero percent
      rate for estimated forfeitures. The total fair value of options granted pursuant
      to the Stock Plan during the year ended December 31, 2006 was $399,317. There
      were no options granted pursuant to the Stock Plan during the period from
      Inception, April 27, 2005 to December 31, 2005.


F-20


INTREPID
      HOLDINGS, INC.


AND
      SUBSIDIARIES


(A
      DEVELOPMENT STAGE ENTERPRISE)




NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      December 31, 2006, no options pursuant to the Stock Plan were outstanding.
      A
      summary of stock option activity under the Stock Plan is as
      follows:




**Shares
                  Issuable Under Outstanding Options**
              
              **Weighted
                  Average Exercise Price**Balance
                  at December 31, 2005
              
              
              --
              
              
              --Granted
              
              
              1,600,000
              
              $
              0.23Exercised
              
              
              (1,600,000
              )
              $
              0.23Balance
                  at December 31, 2006
              
              
              --
              
              
              --


Options
      granted outside the Stock Plan


During
      the year ended December 31, 2006 the Company granted options to purchase
      1,500,000 shares of common stock to two officers of the Company. These options
      have an exercise term of 3 years at a price of $.30 per share based on the
      quoted market price of the Company’s common stock on the grant date of the
      options.





Additionally,
      during the year ended December 31, 2006 the Company granted options to purchase
      500,000 shares of common stock to a consultant of the Company. These options
      have an exercise term of 3 years at a price of $.35 per share based on the
      quoted market price of the Company’s common stock on the grant date of the
      options.





The
      weighted-average estimated fair value of stock options granted outside the
      Stock
      Plan during the twelve months ended December 31, 2006 was $0.29 per share using
      the Black-Scholes model with the following assumptions:





Expected
      volatility  194%


Risk-free
      interest rate  5.0%


Expected
      life  3 years





Based
      on
      the Company’s limited forfeiture history, the Company utilized a zero percent
      rate for estimated forfeitures. The total fair value of options granted outside
      the Stock Plan during the twelve months ended December 31, 2006 was
      $572,000.





F-21


INTREPID
      HOLDINGS, INC.


AND
      SUBSIDIARIES


(A
      DEVELOPMENT STAGE ENTERPRISE)




NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      December 31, 2006, 2,000,000 options issued outside the Stock Plan were
      outstanding. A summary of stock option activity outside the Stock Plan is as
      follows:




**Shares
                  Issuable Under Outstanding Options**
              
              **Weighted
                  Average Exercise Price**Balance
                  at December 31, 2005
              
              
              --
              
              
              --Granted
              
              
              2,000,000
              
              $
              0.30Exercised
              
              
              --
              
              
              --Balance
                  at December 31, 2006
              
              
              2,000,000
              
              $
              0.30


Following
      is a summary of all stock options outstanding at December 31, 2006 and
      2005.





**Options
                Outstanding**
            
            **Options
                Exercisable****Exercise
                Price**
            
            **Remaining
                Term**
            
            **Shares**
            
            **Exercise
                Price**
            
            **Shares**
            
            **Exercise
                Price**$.30
            
            
            10
                Yrs.
            
            
            1,500,000
            
            $
            .30
            
            
            500,000
            
            $
            0.30$.35
            
            
            10
                Yrs.
            
            
            500,000
            
            $
            .35
            
            
            250,000
            
            $
            0.35Balance
                at 12/31/06
            
            2,000,000
            
            $
            .31
            
            
            750,000
            
            $
            0.31Balance
                at 12/31/05
            
            --
            
            
            --
            
            
            --
            
            
            --





Issuances
      outside the Stock Plan


During
      the year ended December 31, 2006 the Company issued 2,847,000 shares of its
      common stock to consultants for services valued at $830,300 based on the quoted
      market price of the Company’s common stock on the issuance date.





Additionally,
      during the year ended December 31, 2006 the Company issued 970,000 shares of
      its
      common stock to employees, officers, and directors valued at $326,000 based
      on
      the quoted market price of the Company’s common stock on the issuance
      date.





During
      the period from Inception, April 27, 2005 to December 31, 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.





F-22


INTREPID
      HOLDINGS, INC.


AND
      SUBSIDIARIES


(A
      DEVELOPMENT STAGE ENTERPRISE)




NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS







Private
      Placement


In
      a
      private placement in November 2006, the Company raised $37,000 from investors
      by
      the issuance of 148,000 shares of the Company’s stock at a price of $.25 per
      share. Under the terms of the Securities Purchase Agreement, the Company also
      issued two series of warrants to the investors to purchase 37,000 shares of
      the
      Company’s common stock at a exercise price of $.50 per share and 37,000 shares
      of the Company’s common stock at a exercise price of $1.00 per share. These
      warrants have a term of two years. The fair value of these warrants of
      approximately $17,600 was calculated using the Black-Scholes pricing model
      with
      the following assumptions- risk free interest rate of 5.00%; dividend yield
      of
      0%; and a volatility of 189%. In accordance with Emerging Issues Task Force
      Issue 00-19, *Accounting
      for Derivative Financial Instruments Indexed to, and Potentially Settled in,
      a
      Company’s Own Stock* ,
      (EITF
      00-19) these warrants have been accounted for as permanent equity
      instruments.





The
      common stock issued in the Private Placement had a fair value of $40,000 based
      upon the quoted market price of the Company’s common stock on the date of
      issuance which caused a loss on issuance of common stock of $2,870.





In
      a
      private placement in September 2006, the Company raised $162,975 from investors
      by the issuance of 651,900 shares of the Company’s stock at a price of $.25 per
      share. Under the terms of the Securities Purchase Agreement, the Company also
      issued two series of warrants to the investors to purchase 162,975 shares of
      the
      Company’s common stock at a exercise price of $.50 per share and 162,975 shares
      of the Company’s common stock at a exercise price of $1.00 per share. These
      warrants have a term of two years. The fair value of these warrants of
      approximately $76,500 was calculated using the Black-Scholes pricing model
      with
      the following assumptions- risk free interest rate of 5.00%; dividend yield
      of
      0%; and a volatility of 189%. In accordance with Emerging Issues Task Force
      Issue 00-19, *Accounting
      for Derivative Financial Instruments Indexed to, and Potentially Settled in,
      a
      Company’s Own Stock* ,
      (EITF
      00-19) these warrants have been accounted for as permanent equity
      instruments.





The
      common stock issued in the Private Placement had a fair value of $212,207 based
      upon the quoted market price of the Company’s common stock on the date of
      issuance which caused a loss on issuance of common stock of $49,232.





Issuance
      of Warrants to Purchase Common Stock


During
      the year ended December 31, 2006 the Company granted certain note holders
      warrants to purchase 312,500 shares of the Company’s common stock at an exercise
      price of $.50 per share and 312,500 shares of the Company’s common stock at an
      exercise price of $.75 per share. These warrants have a term of two years.
      The
      fair value of these warrants of $166,762 was calculated using the Black-Scholes
      pricing model with the following assumptions- risk free interest rate of 5.00%;
      dividend yield of 0%; and a volatility of 183%. In accordance with EITF 00-19,
      these warrants have been accounted for as permanent equity
      instruments.


F-23


INTREPID
      HOLDINGS, INC.


AND
      SUBSIDIARIES


(A
      DEVELOPMENT STAGE ENTERPRISE)




NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





A
      summary
      of warrant activity is as follows:





**Shares
                Issuable**
            
            **Weighted
                Average Exercise Price**Balance
                at December 31, 2005
            --
            
            --New
                Warrants issued to
              Noteholders
            
            625,000
            
            $
            0.63New
                Warrants issued with
              Stock
                Subscriptions
            
            399,950
            
            $
            0.75Balance
                at December 31, 2006
            
            1,024,950
            
            $
            0.70





All
      outstanding warrants are currently exercisable. A summary of outstanding
      warrants at December 31, 2006 follows:


**Outstanding
                  Warrants**
              **Expiration
                  Date**
              **Exercise
                  Price**162,975
              September
                  2008
              $1.00312,500
              October
                  2008
              $0.50312,500
              October
                  2008
              $0.7537,000
              November
                  2008
              $0.5037,000
              November
                  2008
              $1.001,024,950




Conversion
      of Notes Payable and Other Liabilities


During
      the year ended December 31, 2006, the Company converted unsecured promissory
      notes, certain Third Party Advances, current liabilities, and accrued interest
      totaling $1,222,515 into 4,622,064 shares of its common stock with a fair value
      of $1,346,137 based on the quoted market price of its common stock on the
      respective date of conversion, which resulted in a $123,622 loss on conversion
      of notes and advances payable.








NOTE
      12 - Major
      Supplier





McKesson
      Corporation is the Company’s main pharmaceutical and durable medical equipment
      supplier, supplying more than 90% of the pharmaceuticals sold through the
      Company’s pharmacy.






F-24


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




NOTE
      13 - 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.





On
      May 1,
      2006, Intrepid Systems, Inc., a wholly-owned subsidiary of the Company, entered
      into software license with VMRx relating to specialized clinical management
      software to be utilized by the Company’s My Healthy Access, Inc. subsidiary. The
      purchase price for the software license was $64,000 and was negotiated solely
      by
      Toney Means, President of Intrepid Systems, Inc. without the involvement of
      Mr.
      Stone. Management believes the cost of the license from VMRx is consistent
      with
      industry pricing for similar software licenses.








NOTE
      14 - Subsequent
      Events





Notes
      Payable to Shareholders


Subsequent
      to December 31, 2006, the Company raised an additional $525,000 through the
      issuance of two promissory notes to existing shareholders. These notes bear
      interest at the rate of 10%, are due 6 months from the date of issuance and
      are
      not collateralized.





Share
      Issuances


Subsequent
      to December 31, 2006 the Company issued 305,000 shares of its common stock
      to
      several consultants for services rendered valued at $97,600 based on the quoted
      market price of the Company’s common stock on the date of issuance.





Also,
      the
      Company converted certain third party advances totaling $312,500 into 1,425,000 shares
      of
      our common stock with a fair value of $384,750 based on the quoted market price
      of the Company’s common stock, which resulted in a $72,250 loss on conversion of
      the third party advances.






F-25


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





None.


**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, 2006, 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.


31


**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:





Name
            Position
            AgeMaurice
                R Stone
            Chairman/CEO
            47Principal
                Financial OfficerDirectorToney
                E Means
            President
            48DirectorDr.
                Ernest Carter, Jr.
            Director
            50Monice
                Hagler-Tate
            Director
            52James
                H Shelton, III
            Director
            39




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. On December 19, 2006 Mr. Means was chosen by the Board of Directors to
      serve as President of the Company. 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.





32


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.





Ms.
      Monice Hagler-Tate joined the Board of Directors in February 2006, for a term
      of
      one year or until such time as a successor is elected by our shareholders.
      Ms.
      Tate has is a partner with Fearnley, Califf, Martin, McDonald, Tate, &
Kimbrow, a regional Law Firm headquartered in Memphis, Tennessee. Ms. Tate
      engages in the practice of law involving the development, zoning, sale, or
      exchange, and financing of real property, commercial and residential. She is
      Past-President of the National Bar Association and a member of the American,
      Tennessee and Memphis Bar Associations, and currently serves on the Boards
      of
      the Leadership Memphis Institute, the Law Library Commission, and Wesley Housing
      Corporation.  Ms. Tate received her B.S. degree in Psychology in 1975 from
      the University of Tennessee at Martin, her Masters of Science in Social Work
      Administration in 1978 from the University of Tennessee Center for the Health
      Sciences, and J.D. in 1982 from the University of Memphis School of
      Law.





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.





33


**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,
      2006, and the Board of Directors did not take action by unanimous written
      consent during that period. Mr. Stone and Mr. Means are our only Directors
      who
      are also officers. 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, 2006.





**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.


34


**ITEM
      10 - EXECUTIVE COMPENSATION**





The
      following table sets forth, for the period year ended December 31, 2006 and
      the
      period from Inception, April 27, 2005 to December 31, 2006 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.





**SUMMARY
      COMPENSATION TABLE**





Name
                and
              Principal
                Position
            
            Year
            
            Salary
            
            
            
            Other
              Compensation
            Securities
                Underlying Options**Maurice
                Stone**
            
            
            2006
            
            $
            30,000(1)
            
            
            
            $
            113,750(2)
            
            500,000Chairman
                & CEO
            
            
            2005
            
            
            --
            
            
            
            
            --
            
            --**Toney
                E Means**
            
            
            2006
            
            $
            83,750
            
            
            
            $
            127,500(3)
            
            1,000,000President
            
            
            2005
            
            $
            31,250
            
            
            
            
            --
            
            --





(1)
            Mr.
                Stone began drawing a annual salary of $120,000 in October
                2006.


(2)
            Represents
                the issuance to Mr. Stone in December 2006 of 325,000 shares of common
                stock.


(3)
            Represents
                the issuance to Mr. Means in December 2006 of 400,000 shares of common
                stock.





In
      accordance with the rules of the SEC, other compensation in the form of
      perquisites and other personal benefits has been omitted for the named executive
      officers because the aggregate amount of these perquisites and other personal
      benefits was less than the lesser of $50,000 or 10% of annual salary and bonuses
      for the named executive officers.





**OPTION
      GRANTS FOR FISCAL YEAR 2006**





The
      following table sets forth information concerning individual grants of stock
      options made during the year ended December 31, 2006, to each of the named
      executive officers:





Name
            
            Number
                of Securities Underlying Options Granted
            
            %
                of Total Options Granted to Employees in
              Fiscal
                Year
            
            Exercise
                Price
            
            Expiration
                Date**Maurice
                Stone**
            
            
            500,000
            
            
            33.3%
            
            $
            0.30
            
            
            12/19/2016**Toney
                E Means**
            
            
            1,000,000
            
            
            66.7%
            
            $
            0.30
            
            
            12/19/2016





35


**AGGREGATED
      OPTION EXERCISES IN FISCAL**


**YEAR
      2006 AND DECEMBER 31, 2006 OPTION VALUES**





The
      named
      executive officers did not exercise any stock options during the year ended
      December 31, 2006. The following table sets forth information as of December
      31,
      2006, concerning options held by the named executive officers.





Number
                of Securities Underlying Unexercised Options at Fiscal Year
                End
            
            Value
                of Unexercised In-The-Money Options at Fiscal Year EndName
            
            Exercisable
            
            Unexerciseable
            
            Exercisable
            
            Unexerciseable**Maurice
                Stone**
            
            
            166,667
            
            
            333,333
            
            $
            3,333
            
            $
            6,667**Toney
                E Means**
            
            
            333,334
            
            
            666,667
            
            $
            6,667
            
            $
            13,334








**EMPLOYMENT
      AGREEMENTS**





*Maurice
      Stone -* On
      December 19, 2006 the Company entered into an employment agreement (the
      "Agreement") with Maurice R. Stone pursuant to which he will continue to serve
      as Chief Executive Officer of the Company. The Agreement provides that Mr.
      Stone
      will serve as the Company's Chief Executive Officer until the earlier of (i)
      his
      death or Disability (as defined in the Employment Agreement); (ii) the
      termination of his employment by either party without cause; or (iii) the
      termination of his employment with Cause (as defined in the Agreement). Under
      the Agreement, Beginning January 1, 2007, Mr. Stone will receive an annual
      base
      salary of $216,000. In addition, Mr. Stone is eligible to receive annual bonuses
      as determined by the Company’s compensation committee.





During
      Mr. Stone's employment, the Agreement provides for his nomination to the
      Company's Board of Directors (the "Board") and, if so elected, his appointment
      as chairman of the Board. Mr. Stone would resign from the Board upon the
      termination of his employment.





Mr.
      Stone
      is employed “at-will” by the Company, and accordingly may be terminated with or
      without reason or notice at any time. If Mr. Stone is terminated other than
      with
      good cause or leaves for good reason (each as defined in the Employment
      Agreement), the Company will pay a severance equal to twelve months base salary
      in effect on the date of Mr. Stone’s termination of employment. If Mr. Stone is
      terminated in connection with a Change of Control (as defined in the Agreement)
      the Company will pay a severance equal to twenty-four months base salary in
      effect on the date of Mr. Stone’s termination and purchase one hundred (100%)
      percent of Mr. Stone’s then held equity in Company at a rate equal to one
      hundred and fifty (150%) percent of the value of Mr. Stone’s equity (i) at the
      date of termination closing trading price or (ii) at the date immediately prior
      to the date of termination closing price respectively.


36


In
      accordance with the Employment Agreement, the Company also granted Mr. Stone
      an
      option to purchase 500,000 shares (the “Option”) of the Company’s common stock,
      at an exercise price of $0.30 per share. The Option is scheduled to vest at
      a
      rate of 33% on each anniversary of the grant over three (3) years assuming
      Executive’s continued employment with the Company on each scheduled vesting
      date.





*Toney
      E. Means* - On
      December 19, 2006 the Company entered into an employment agreement (the
      "Agreement") with Toney E. Means pursuant to which he will serve as President
      of
      the Company. The Agreement provides that Mr. Means will serve as the Company's
      President until the earlier of (i) his death or Disability (as defined in the
      Employment Agreement); (ii) the termination of his employment by either party
      without cause; or (iii) the termination of his employment with Cause (as defined
      in the Agreement). Under the Agreement, Beginning January 1, 2007, Mr. Means
      will receive an annual base salary of $204,000. In addition, Mr. Means is
      eligible to receive annual bonuses as determined by the Company’s compensation
      committee.





During
      Mr. Means's employment, the Agreement provides for his nomination to the
      Company's Board of Directors. Mr. Means would resign from the Board upon the
      termination of his employment.





Mr.
      Means
      is employed “at-will” by the Company, and accordingly may be terminated with or
      without reason or notice at any time. If Mr. Means is terminated other than
      with
      good cause or leaves for good reason (each as defined in the Employment
      Agreement), the Company will pay a severance equal to twelve months base salary
      in effect on the date of Mr. Means’s termination of employment. If Mr. Means is
      terminated in connection with a Change of Control (as defined in the Agreement)
      the Company will pay an additional severance payment of $1,000,000 if within
      the
      first 12 months, $667,000 if within the second 12 months, and $334,000 if within
      the third 12 months of the Agreement.





In
      accordance with the Employment Agreement, the Company granted Mr. Means an
      option to purchase 1,000,000 shares (the “Option”) of the Company’s common
      stock, at an exercise price of $0.30 per share and a grant of 250,000 shares
      of
      the Company’s restricted common stock. Both the Option and grant are scheduled
      to vest at a rate of 33% on each anniversary of the Agreement over three (3)
      years assuming Executive’s continued employment with the Company on each
      scheduled vesting date.





**DIRECTOR
      COMPENSATION**





We
      do not
      currently pay any cash directors' fees.





37


**EMPLOYEE
      STOCK OPTION PLAN**





Effective
      October 15, 2005 our Board of Directors adopted the “2005 Stock Plan for
      Directors, Officers, and Consultants“ (“the Stock Plan”), subject to approval by
      the our stockholders within 12 months of the date of adoption. On April 24,
      2006
      we filed an amended Stock Plan which increased the authorized shares for
      issuance under the plan from 3,000,000 to 5,000,000. The purpose of the Stock
      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.





A
      complete discussion of the Employee Stock Option Plan can be found in Part
      II,
      Item 5.





**REPRICING
      OF OPTIONS**





None.


38


**ITEM
      11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT**





The
      following table sets forth certain information as of February 28, 2007 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,
      2007, there were 52,208,375 shares of the Company’s common stock issued and
      outstanding.





Name
                and address of beneficial owner
            Relationship
                to Registrant
            Number
                of Shares of Common Stock
            Percentage
                of Common Stock(1)Maurice
                R. Stone
              3200
                Wilcrest Dr. #575
              Houston,
                Texas 77072
            Chairman/CEO
            6,785,000(2)
            13.00%Toney
                E. Means
              3200
                Wilcrest Dr. #575
              Houston,
                Texas 77072
            Director/President
            2,550,000(3)
            4.88%Dr.
                Ernest Carter, Jr.
              3200
                Wilcrest Dr. #575
              Houston,
                Texas 77072
            Director
            1,144,426
            2.19%James
                H. Shelton, III
              3200
                Wilcrest Dr. #575
              Houston,
                Texas 77072
            Director
            726,835
            1.39%Monice
                Hagler-Tate
              3200
                Wilcrest Dr. #575
              Houston,
                Texas 77072
            Director
            325,000
            .62%Theodis
                Ware
              3200
                Wilcrest Dr. #575
              Houston,
                Texas 77072
            Vice
                President
            1,700,000
            3.26%**All
                Officers and Directors as a group (total of 4)**
            
            **13,231,261**
            **25.34%**





(4)
            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.


(5)
            Includes
                options to purchase 500,000 shares of common
                stock.


(6)
            Includes
                options to purchase 1,000,000 shares of common
                stock.


39


**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, 2007 no commissions have been
      paid
      or accrued under this agreement.


40


**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
            Employment
                Agreement between the Company and Maurice Stone dated as of December
                19,
                2006 (incorporated by reference to Exhibit 10.1 of the Company’s
                Report on Form 8-K filed with the Commission on December 19, 2006
                (the “Stone 8-K”). **10.1
            Employment
                Agreement between the Company and Toney E. Means dated as of December
                19,
                2006 (incorporated by reference to Exhibit 10.1 of the Company’s
                Report on Form 8-K filed with the Commission on December 19, 2006
                (the “Means 8-K”). **21.1
            Subsidiaries
                of the Registrant*31.1
            Certification
                of Mr. Stone as 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
                of Mr. Means as required by Rule 13a - 14(1) or Rule 15d - 14(a)
                of the
                Securities Exchange Act of1934, as adopted pursuant to Section 302
                of the
                Sarbanes-Oxley Act of 2002.*32.1
            Certification
                of Mr. Stone pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002 and
                Section 1350 of 18 U.S.C. 63.*32.2
            Certification
                of Mr. Means pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002 and
                Section 1350 of 18 U.S.C. 63.*


---------------------------------------------


*  Filed
      herewith.


**
            Signifies
                a management agreement or compensatory plan or
                arrangement.





41


**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 year ended December 31, 2006:





**Fee
                Category**
            
            **Ham,
                Langston**
              **&
                Brezina, LLP**Audit
                Fees
            
            $
            28,000Audit-Related
                Fees(1)
            
            
            26,486Tax
                Fees(2)
            
            
            --All
                Other Fees(3)
            
            
            1,028Total
                Fees
            
            $
            55,514





Notes
      to
      the Accountants Fees Table:





(1)
            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."





(2)
            Consists
                of fees for professional services rendered by our principal accountants
                for tax related services.





(3)
            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,
      2006 audit was attributed to work performed by Ham, Langston & Brezina,
      L.L.P.’s full-time, permanent employees.





42


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)





By: /s/
      Toney E. Means_________


Toney
      E.
      Means


President








Date:
      March 30, 2007





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
              Maurice
                R Stone
            
            Chairman
                & CEO
              (Principal
                Executive Officer and Principal Accounting Officer)
            
            March
                30, 2007/s/
                Toney E Means
              Toney
                E Means
            
            President
              Director
            
            March
                30, 2007/s/
                Dr. Ernest Carter, Jr.
              Dr.
                Ernest Carter, Jr.
            
            Director
            
            March
                30, 2007/s/
                Ms. Monice Hagler-Tate
              Ms.
                Monice Hagler-Tate
            
            Director
            
            March
                30, 2007/s/
                James H Shelton, III
              James
                H Shelton, III
            
            Director
            
            March
                30, 2007





43