SecProbe.io

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May 6, 2005

Mail Stop  05-11

Thomas John Cloud, Jr., President
Intrepid Holdings, Inc.
9100 Southwest Freeway, Suite 130A
Houston, TX  77074

Re:	Form 8-K filed 05/05/05
	File No.  001-16173

Dear Mr. Cloud:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call the applicable staff person at the
telephone number listed at the end of this letter.

1.  We have read your disclosure regarding the former accountant`s
reports and we have reviewed the actual reports issued as filed in
your 10K-SB for year ended December 31, 2002 and the year ended
December 31, 2003.  It appears that these reports contained an
explanatory paragraph disclosing the uncertainty of the Company`s
ability to continue as a going concern.   Item 304(a)(1)(ii) of
Regulation S-B requires you to disclose whether the former
accountant`s report on the financial statements for either the two
most recent fiscal years contained an adverse opinion, a
disclaimer
of opinion, or was modified as to uncertainty, audit scope or
accounting principles, including the ability to continue as a
going
concern. Please revise.

2.  We have read your disclosure regarding disagreements with the
former accountant and it does not appear to cover the period
through
the resignation of the former accountant (March 12, 2005).  Item
304(a)(1)(iv)(A) of Regulation S-B requires you to disclose
whether
there were disagreements  between the Company and the former
accountant for the two most recent fiscal years and any subsequent
interim period through the date of resignation.  Please revise
accordingly.

3.  Please file an updated letter from your former accountant
stating
whether the accountant agrees with your Item 304 disclosures, or
the
extent to which the accountant does not agree.  Refer to Item
304(a)(3) of Regulation S-B.

      Please file your supplemental response and amendment via
EDGAR
in response to these comments within 5 business days after the
date
of this letter.  Please contact the staff immediately if you
require
longer than 5 business days to respond.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the registrant and its management are
in
possession of all facts relating to a registrant`s disclosure,
they
are responsible for the accuracy and adequacy of the disclosures
they
have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the registrant acknowledging that:
* the registrant is responsible for the adequacy and accuracy of
the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the registrant may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

Direct any questions regarding this letter to Angela Halac at
202.551.3398

Sincerely,

Angela J. Halac
Staff Accountant
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0306

         DIVISION OF
CORPORATION FINANCE

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