UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2015

[ ] 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: 0-49936

ST. JOSEPH, INC.

(Exact name of registrant as specified in its charter)

Colorado		47-0844532
(State or other jurisdiction of		(IRS Employer
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
incorporation or organization)		Identification No.)
4205 Carmel Mountain Drive McKinney, TX		75070
Address of Principal Executive Offices)		(Zip Code)

4205 Carmel Mountain Drive

McKinney, TX

75070

Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (402) 902-9226

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. ~~[X] Yes [ ] No~~

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No

[X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]		Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if a smaller reporting company)		Smaller reporting company [X]

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

APPLICABLE ONLY TO CORPORATE ISSUERS

As of August 6 28, 2015, there were 13,~~335~~395,341 shares issued and outstanding of the registrant’s common stock.

ST. JOSEPH, INC.

Table of Contents

		~~Page No.~~	Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (unaudited):	~~F-1~~	F-1
	Condensed Consolidated Balance Sheets	~~F-1~~	F-1
	Condensed Consolidated Statements of Operations	~~F-2~~	F-2
	Condensed Consolidated Statements of Shareholders’ Deficit	~~F-3~~	F-3
	Condensed Consolidated Statements of Cash Flows	~~F-4~~	F-4
	Notes to Condensed Consolidated Financial Statements	~~F-5~~	F-5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9	10
Item 4.	Controls and Procedures	9	10
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	9	11
Item 1A.	Risk Factors	10	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10	11
Item 3.	Defaults Upon Senior Securities	10	11
Item 4.	Mine Safety Disclosures	10	11
Item 5.	Other Information	10	12
Item 6.	Exhibits	11	12

PART I -– FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS

ST. JOSEPH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2015			December 31, 2014
	June 30, 2015			December 31, 2014
	(Unaudited)			(Derived from audited financial statements)
ASSETS
CURRENT ASSETS:
Cash	$	717,~~394~~832		$	12,721
Total current assets		717,~~394~~832			12,721
Prepaid expenses		-			60,000
Total Assets	$	717,~~394~~832		$	72,721
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	~~456~~458,~~392~~038		$	458,634
Accrued liabilities		181,268			187,635
Accrued preferred dividend		42,047			42,047
Bank loan and notes payable:
Bank loan		~~30,000~~-			115,402
Advance from officer		29,700			29,700
Loan from officer		45,000			45,000
		-			-
Total current liabilities		756,053			878,418
Total current liabilities		784,407			878,418
COMMITMENTS AND CONTINGENCIES
COMMITTMENTS AND CONTINGENCIES
STOCKHOLDERS’ DEFICIT:
Preferred stock, Series A; $0.001 par value, $3.00 face value; 25,000,000 shares authorized; 5,708 (unaudited) and 5,708 shares issued and outstanding, respectively		6			6
Common stock, $0.001 par value; 100,000,000 shares authorized, 13,145,341 (unaudited) and 13,085,341 issued and outstanding,respectively		13,145			13,085
Common stock, $0.001 par value; 100,000,000 shares authorized, 13,395,341 (unaudited) and 13,085,802 issued and outstanding, Respectively		13,395			13,085
Additional paid-in capital		34,~~982~~044,~~196~~446			3,967,256
Retained deficit		(4,~~772~~796,~~360~~068	)		(4,786,044	)
Total stockholders’ deficit		(~~777~~738,~~013~~221	)		(805,697	)
Total Liabilities and Stockholders’ Deficit	$	717,~~394~~832		$	72,721

The accompanying footnotes are an integral part of these unaudited financial statements

F-1

ST. JOSEPH, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended
	Three months ended						Six Months Ended
	March 31,
	June 30,						June 30,
	2015			2014			2015			2014
REVENUES:
Contract	$	-		$	3,~~276~~380		$	-		$	6,656
COST OF REVENUES		-			21,~~728~~819			-			4,547
Gross Margin		-			~~548~~1,561			-			2,109
COSTS AND EXPENSES:
General and Administrative Expenses		7123,~~718~~708			90126,~~551~~770			95,426			217,321
		-			-
Depreciation and Amortization		-			-			-			-
Total Costs and Expenses		7123,~~718~~708			90126,~~551~~770			95,426			217,321
Operating Income (Loss)		(7123,~~718~~708	)		(90125,~~003~~209	)		(95,426	)		(215,212	)
OTHER INCOME AND (EXPENSE):
Other Income (Expense)		-			~~275~~3,800			-			4,075
Gain on Debt Restructuring		~~85,402~~-			~~275~~-			85,402			-
Interest Expense		-			(276,~~429~~640	)		-			(34,069	)
Net Other Income (Expense)		~~85,402~~-			(272,~~154~~840	)		85,402			(29,994	)
Income (Loss) before provision for income taxes		13(23,~~684~~708	)		(~~117~~128,~~157~~049	)		(10,024	)		(245,206	)
Provision for income taxes		-			-			-			-
Net Income (Loss)	$	13(23,~~684~~708	)	$	(~~117~~128,~~157~~049	)	$	(10,024	)	$	(245,206	)
Income (Loss) applicable to common stockholders	$	13(23,~~684~~708	)	$	(~~117~~128,~~157~~049	)	$	(10,024	)	$	(245,206	)
Basic and diluted earnings (loss) per common share	$	(0.~~001~~002	)	$	(0.01	)	$	(0.001	)	$	(0.02	)
Weighted average common shares outstanding		13,~~114~~201,~~466~~766			12,~~405~~762,~~760~~979			13,148,681			12,476,759

The accompanying footnotes are an integral part of these unaudited financial statements

F-2

ST. JOSEPH, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

		Preferred												Additional
													Additional
		Stock-Series A						Common Stock						Paid-in			Retained
	Preferred Stock-Series A						Common Stock						Paid-in			Retained
	Shares	~~Shares~~		Par value	~~Par value~~		Shares	~~Shares~~		Par value	~~Par value~~		Capital	~~Capital~~		Deficit	~~Deficit~~			Total	~~Total~~
Balance December 31, 2014		5,708	~~5,708~~	$	$6	6		13,085,341	~~13,085,341~~	$	$13,085	~~13,085~~	$	$3,967,256	~~3,967,256~~	$	$(4,786,044	~~(4,786,044~~)	)	$	$(805,697	~~(805,697~~)	)
Sale of common stock @ $0.25 per share		-	-		-	-		310,000	~~60,000~~		310	60		77,190	~~14,940~~		-	-			77,500	~~15,000~~
Net income for the three months ended March 31, 2015			-			-			-			-			-			13,684				13,684
Net income for the six months ended June 30, 2015		-			-			-			-			-			(10,024	)			(10,024	)
Balance March 31, 2015			5,708		$	6			13,145,341		$	13,145		$	3,982,196		$	(4,772,360	)		$	(777,013	)
Balance June 30, 2015		5,708		$	6			13,395,341		$	13,395		$	4,044,446		$	(4,796,068	)		$	(738,221	)

The accompanying footnotes are an integral part of these unaudited financial statements

F-3

ST. JOSEPH, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

	Three Months Ended
	Six Months Ended
	March 31,
	June 30,
	2015			2014
OPERATING ACTIVITIES
Net income (loss)	$	13(10,~~684~~024	)	$	(~~117~~245,~~157~~206	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock-based compensation		-			50,986
Gain on debt restructuring		(85,402	)		-
Changes in operating assets and liabilities:
(Increase)/decrease in other assets		60,000			-1,230
Increase/(decrease) in accounts payable		(~~2,242~~596	)		639,~~897~~415
Increase/(decrease) in accrued liabilities		(6,367	)		1213,~~377~~732
Net cash provided by (used in) operating activities		(2042,~~327~~389	)		(97139,~~883~~843	)
INVESTING ACTIVITIES		-			-
FINANCING ACTIVITIES
Proceeds from sale of common stock		1577,~~000~~500			~~100~~140,000
Net cash provided by (used in) financing activities		15,000			100,000
Proceeds from officer advance		-			2,200
INCREASE (DECREASE) IN CASH		(5,327	)		2,117
Repayment of bank loan		(30,000	)		(2,800	)
Net cash provided by (used in) financing activities		47,500			139,400
INCREASE (DECREASE) IN CASH		5,111			(443	)
CASH AT BEGINNING OF PERIOD		12,721			527
CASH AT END OF PERIOD	$	717,~~394~~832		$	~~2,644~~84
SUPPLEMENTAL INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	2722,~~429~~158

The accompanying footnotes are an integral part of these unaudited financial statements

F-4

ST. JOSEPH, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(1) Basis of Presentation

The condensed balance sheet at December 31, 2014 has been derived from financial statements included in the Form 10-K. The accompanying unaudited financial statements at ~~March~~June 3130, 2015 presented herein have been prepared by St. Joseph, Inc. (the “Company”) in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended December 31, 2014.

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim periods presented. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The results of operations presented for the ~~three~~six months ended ~~March~~June 3130, 2015 are not necessarily indicative of the results to be expected for the full ~~year~~ year ending December 31, 2015.

There is no provision for dividends for the quarter to which this quarterly report relates.

Financial data presented herein are unaudited.

Principles of Consolidation

The consolidated financial statements for the years ended December 31, 2013 and 2012 include the activities of St. Joseph, Inc. and its wholly-owned subsidiary, Staf*Tek Services, Inc. (“Staf*Tek”). All significant intercompany balances and transactions have been eliminated in consolidation.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has incurred recurring losses and has negative working capital and a net ~~capital~~stockholders’ deficiency at ~~March~~June 3130, 2015 (unaudited) and December 31, 2014. In our financial statements for the years ended December 31, 2014 and 2013, the Report of the Independent Registered Public Accounting Firm includes an explanatory paragraph that describes substantial doubt about our ability to continue as a going concern. These factors, among others, may indicate that the Company will be unable to continue as a going concern.

The financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The Company plans to generate the necessary cash flows with increased sales revenue and a reduction of general and administrative expenses over the next 12 months. However, should the Company’s operations not provide sufficient cash flow; the Company has plans to raise additional working capital through debt and/or equity financings. Insiders have loaned working capital to the Company on an as-needed basis over the past two years; however, there are no formal committed financing arrangements to provide the Company with working capital. There is no assurance the Company will be successful in producing increased sales revenues, attaining profitability, or obtaining additional funding through debt and equity financings.

F-5

ST. JOSEPH, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Cash Equivalents and Fair Value of Financial Instruments

For the purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at June 30, 2015 (unaudited) and December 31, 2014.

The carrying amounts of cash, receivables and current liabilities approximate fair value due to the short-term maturity of the instruments.

The Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

	Level 1:	Quoted prices in active markets for identical assets or liabilities.

	Level 2:	Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.

	Level 3:	Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuations of the majority of the assets are considered Level 1 fair value measures under ASC 820.

Revenue Recognition

Staffing service revenues are recognized when the services are rendered by the Company’s contract employees and collection is probable. Permanent placement revenues are recognized when employment candidates accept offers of permanent employment.

Direct Costs of Services

Direct costs of staffing services consist of payroll, payroll taxes, contract labor, and insurance costs for the Company’s contract employees. There are no direct costs associated with permanent placement staffing services.

Loss Per Common Share

The Company reports earnings (loss) per share using a dual presentation of basic and diluted earnings per share. Basic loss per share excludes the impact of common stock equivalents. Diluted loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. Preferred stock and common stock options outstanding at June 30, 2015 were not included in the diluted loss per share as all 5,708 preferred shares and all 502,500 options were anti-dilutive as the Company incurred losses during the period.

F-6

ST. JOSEPH, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Preferred stock and common stock options outstanding at December 31, 2014 were not included in the diluted loss per share as all 5,708 preferred shares and all 502,500 options were anti-dilutive as the Company incurred losses during the year. Therefore, basic and diluted losses per share at June 30, 2015 (unaudited) and December 31, 2014 were equal.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the recorded book basis and the tax basis of assets and liabilities for financial and income tax reporting. The deferred tax assets and liabilities represent the deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income and tax credits that are available to offset future federal income taxes.

The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company has identified its federal tax return and its state tax return in Oklahoma as “major” tax jurisdictions, as defined. The Company believes that its income tax filings positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial conditions, results of operations, or cash flow. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740.

Stock-Based Compensation:

The Company recognizes share-based compensation based on the options’ fair value, net of estimated forfeitures on a straight line basis over the requisite service periods, which is generally over the awards’ respective vesting period, or on an accelerated basis over the estimated performance periods for options with performance conditions. The stock option fair value is estimated on the grant date using the Black-Scholes option pricing model based on the underlying common stock closing price as of the date of grant, the expected term, stock price volatility, and risk-free interest rates. The Company has modified its outstanding stock options several times over the prior three years resulting in recognition of additional expenses (see Note 4).

Use of Estimates

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities; disclosure of contingent assets and liabilities at the date of the consolidated financial statements; and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.

(2) Related Party Transactions

In prior years, COLEMC advanced the Company a total of $45,000 for working capital in exchange for three promissory notes. The notes do not bear interest and matured on December 31, ~~2014 and has been extended until December 31,~~ 2015.

During the years ended December 31, 2012 and 2011, an officer advanced the Company $7,500 and $16,700, respectively, for working capital in exchange for two promissory notes. During the year ended December 31, 2013, the officer advanced the Company an additional $5,500. The total balance of the notes is $29,700 and do not bear any interest. The notes matured on December 31, 2014.

F-7

ST. JOSEPH, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(3) Notes Payable

Bank Loan

The Company originally had a $200,000 line of credit with the bank. In August 2010, the Company converted its line of credit with the bank to a bank loan, which is collateralized by all of assets of the Company’s subsidiary company, Staf*Tek, including all receivables and property and equipment. The bank loan agreement included the following provisions: 1) an agreement to provide insurance coverage for the collateralized assets in the amount of $180,000; and 2) covenants to provide certain financial documents to the bank on a monthly and annual basis. On September 9, 2013, the Company received a default letter from the bank. Since that time, the bank has requested the Company bring the loan current by making monthly payments of $2,698 plus late fees of $50 per month.

On April 9, 2015, the Company entered into a Settlement Agreement for repayment of the bank loan,. ~~reducing~~Under terms of the ~~loan~~Settlement ~~obligation~~Agreement, the Company was required to repay the bank $30,000 ~~(see~~as ~~Note~~follows: ~~8).~~$7,500 Ason ofor ~~March~~before 31April 20, 2015, $7,500 on or before May 20, 2015, and ~~December~~a 31final payment of $15,000 ~~2014~~on or before June 20, 2015. As of June 30, 2015, the Company ~~owed~~had ~~the~~repaid ~~bank~~all $30,000 ~~(unaudited)~~under the ~~and~~Settlement Agreement. As a result, the Company recorded a $~~115~~85,402, gain on the debt restructuring for the six months ended ~~respectively~~June 30, 2015.

Interest expense on the Company’s bank borrowing was $-0- (unaudited) and $63,~~702~~710, during the ~~three~~six months ended ~~March~~June 3130, 2015 and 2014, respectively.

Other Notes Payable

The Company recognized a $14,277 loss in connection with the loan conversions based on the difference between the conversion rate of $0.50 and the market value of the Company’s stock on January 31, 2014 of $0.55.

(4) Shareholders’ Deficit

Preferred Stock

The Board of Directors is authorized to issue shares of Series A Convertible Preferred Stock and to fix the number of shares in such series, as well as the designation, relative rights, powers, preferences, restrictions and limitations of all such series. In December 2003, the Company issued 386,208 shares of Series A Convertible Preferred Stock and 5,708 have not been converted to common stock at ~~March~~June 3130, 2015.

~~Series A Convertible Preferred Stock is convertible to one share of common stock and has a yield of 6.75% dividend per annum, which is paid quarterly on a calendar basis for a period of five years.~~F-8

F-6

ST. JOSEPH, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

~~The~~Series ~~Company~~A isConvertible ~~currently~~Preferred ~~delinquent~~Stock inis ~~making~~convertible ~~dividend payments pursuant~~ to ~~the~~one ~~terms~~share of acommon ~~settlement~~stock ~~agreement,~~and ashas ~~disclosed~~a inyield ~~an 8-K~~of ~~released~~6.75% ondividend ~~May~~per 9annum, ~~2009.~~which ~~The~~is paid ~~accrued~~quarterly ~~balance due~~ on ~~Series~~a Acalendar ~~Convertible~~basis ~~Preferred~~for ~~Stock~~a ~~dividends~~period ~~total $42,047 (unaudited) and $42,047 as~~ of ~~March~~five ~~31, 2015 December 31, 2014, respectively~~years. ~~The Company will commence dividend payments pursuant to the terms of a settlement agreement as funds are available.~~

The Company is currently delinquent in making dividend payments pursuant to the terms of a settlement agreement, as disclosed in an 8-K released on May 9, 2009. The accrued balance due on Series A Convertible Preferred Stock dividends total $42,047 (unaudited) and $42,047 as of June 30, 2015 December 31, 2014, respectively. The Company will commence dividend payments pursuant to the terms of a settlement agreement as funds are available.

Common Stock

In a private placement during the year ended December 31, 2014, the Company sold 330,000 shares of common stock to accredited investors at a price of $0.50 per share for gross proceeds totaling $165,000.

In a private placement during the year ended December 31, 2014, the Company sold 250,000 shares of common stock to accredited investors at a price of $0.25 per share for gross proceeds totaling $62,500.

No underwriters were used and no underwriting discounts or commissions were payable. The shares have been offered and sold by the Company in reliance upon the exemption from registration provided by Regulation D promulgated under the Securities Act of 1933, as amended.

The shares were offered and sold only to accredited investors; as such term is defined by Rule 501 of Regulation D. All of the shares sold in the private placement are restricted securities pursuant to Rule 144.

Debt Conversion

Effective January 31, 2014, the Company converted loans and related accrued interest totaling $142,769 into 285,539 shares of common stock at a value of $0.50 per share.

Equity Awards Granted to Employees

The following schedule summarizes the changes in the Company’s equity awards for the ~~three~~six months ended ~~March~~June 3130, 2015.

					Weighted		Weighted
	Awards				Average		Average
	Outstanding		Exercise		Exercise		Remaining		Aggregate
	and		Price		Price		Contractual		Intrinsic
	Exercisable		Per Share		Per Share		Life		Value
Outstanding at January 1, 2015		502,500	$	1.05	$	1.05		1.00 yrs.	$	25,125
Granted		-	$	-	$	-
Exercised		-	$	-	$	-
Cancelled/Expired		-	$	-	$	-
Outstanding and exercisable at March 31, 2015		502,500	$	0.50	$	0.50		0.75 yrs.	$	20,100
Outstanding and exercisable at June 30, 2015		502,500	$	0.50	$	0.50		0.50 yrs.	$	-

~~Deadlines for the exercise of all options have been extended to December 31, 2015.~~F-9

F-7

ST. JOSEPH, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

OnDeadlines ~~April 23, 2014, the Company’s Board of Directors extended the deadline~~ for the exercise of ~~the~~all ~~502,500~~ options byhave ~~six~~been ~~months from~~extended ~~March 31, 2015~~ to December 31, ~~2014~~2015. ~~Accordingly, the Company revalued the stock options, which resulted in a charge to share-based compensation totaling $50,986 during the year ended December 31, 2014.~~

On April 23, 2014, the Company’s Board of Directors extended the deadline for the exercise of the 502,500 options by six months from June 30, 2014 to December 31, 2014. Accordingly, the Company revalued the stock options, which resulted in a charge to share-based compensation totaling $50,986 during the year ended December 31, 2014.

On September 9, 2014, the Company’s Board of Directors extended the deadline for the exercise of the 502,500 options by one year from December 31, 2014 to December 31, 2015. In addition, the Board reduced the exercise price of the options from $1.05 to $0.50. Accordingly, the Company revalued the stock options, which resulted in a charge to share-based compensation totaling $118,350 during the year ended December 31, 2014.

All stock options were fully vested as of ~~March~~June 3130, 2015 and December 31, 2014. Aggregate intrinsic value is calculated by determining the amount by which the market price of the stock exceeds the exercise price of the options on ~~March~~June 3130, 2015, and then multiplying that amount by the number of options. The per share market value of the stock ~~exceeds~~was below the exercise price on ~~March~~June 3130, 2015 ~~by $0.04~~, resulting in anno aggregate intrinsic value ~~of $20,100~~.

Upon the exercise of stock options, the Company issues new shares that are authorized and not issued or outstanding. The Company does not plan to repurchase shares to meet stock option requirements.

The Black-Scholes options valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its stock options.

(5) Income Taxes

~~The~~At ~~Company~~June ~~records~~30, ~~its~~2015, ~~income~~the ~~taxes~~Company’s incurrent ~~accordance~~tax ~~with~~benefit ~~ASC~~consisted ~~740~~of ~~Income~~a ~~Taxes.~~net ~~The~~tax ~~Company~~asset ~~incurred~~of ~~net~~$1,132,660 ~~operating~~(unaudited) ~~losses~~due ~~during~~to ~~all~~operating ~~periods~~loss ~~presented~~carryforwards ~~resulting~~of approximately $3,537,520 (unaudited) which have been fully provided against in athe ~~deferred~~valuation ~~tax~~allowance ~~asset~~of $1,132,660 ~~which~~(unaudited). ~~has~~The ~~been~~valuation ~~fully~~allowance ~~allowed~~results ~~for;~~in ~~therefore~~deferred tax expense, which offsets the net ~~benefit~~deferred ~~and~~tax ~~expense~~asset for ~~resulted~~which inthere is no ~~income~~assurance ~~taxes~~of recovery.

~~(6)~~At ~~Legal~~December ~~Proceedings~~31, 2014, the Company’s current tax benefit consisted of a net tax asset of $1,130,645 due to operating loss carryforwards of approximately $3,527,496 which have been fully provided against in the valuation allowance of $1,130,645. The valuation allowance results in deferred tax expense, which offsets the net deferred tax asset for which there is no assurance of recovery. The changes in the valuation allowance for the years ended December 31, 2014 and 2013 were $173,318 and $259,509, respectively. Net operating loss carry forwards will expire through 2034.

OnThe orvaluation ~~about~~allowance ~~January~~will ~~24,~~be ~~2012,~~evaluated ~~our~~at ~~subsidiary,~~the ~~Staf*Tek~~end ~~Services,~~of ~~Inc.~~each ~~was served notice that Danny McGowan~~year, aconsidering ~~former~~positive ~~employee hired~~ and ~~assigned~~negative toevidence ~~work~~about ~~for~~whether ~~Staf*Tek’s~~the ~~client~~asset will asbe arealized. ~~contractor,~~At ~~filed~~that ~~a lawsuit against Staf*Tek Services~~time, ~~Inc. and it’s client in~~ the ~~district~~allowance ~~court~~will ineither ~~Tulsa~~be ~~County,~~increased ~~Oklahoma,~~or ~~Case~~reduced; ~~No.~~reduction ~~CJ-2011-7039,~~could result in ~~connection~~the ~~with~~complete ~~a wrongful termination complaint.~~elimination ~~Mr. McGowan alleges that he was terminated after one month~~ of ~~employment,~~the ~~but~~allowance ~~feels~~if hepositive ~~had~~evidence aindicates ~~guaranteed contract for six months. The wording in his employment agreement~~ that hethe ~~identifies~~value asof ~~guaranteeing~~the ~~his~~deferred ~~employment~~tax ~~for~~asset ~~six~~is ~~months~~no ~~was~~longer ~~inserted~~impaired atand the ~~request~~allowance ofis ~~Staf*Tek’s~~no ~~client~~longer required.

~~Staf*Tek’s~~Should ~~client terminated Mr. McGowan for performance issues after one month of employment. Mr. McGowan filed a lawsuit against Staf*Tek and~~ the ~~client~~Company ~~and~~undergo ~~subsequently~~an ~~filed~~ownership ~~a motion for default judgment~~change, ~~which~~as ~~was~~defined ~~granted~~in by the ~~judge.~~Internal OnRevenue ~~March 9~~Code, ~~2012, Stat*Tek filed a motion to vacate~~ the default judgment and requested a new trial. Staf*Tek has engaged counsel and intends to vigorously defend this action. As of this date, the client that terminated Mr. McGowan has been dismissed from the lawsuit by the judge because they had not been served within a six months of the original filing of the lawsuit by Mr. McGowanCompany’s ~~counsel.~~tax ~~Mr.~~net ~~McGowan and~~operating ~~his~~loss ~~attorney~~carry forwards ~~were~~generated ~~three~~prior ~~weeks late responding~~ to ~~our request for discovery and we requested dismissal. However,~~ the ~~judge did~~ownership ~~not~~change ~~grant~~may ~~dismissal.~~be ~~Mr.~~subject ~~McGowan~~to filed a motion for partial summary judgment on June 12, 2014. The Company responded on June 27, 2014 and the motion for partial summary judgment was denied on July 29, 2014. Mr. McGowan is seeking damages against Staf*Tek in an ~~amount~~annual ~~in excess of $75~~limitation,~~000.~~ ~~Management~~which ~~deems the suit to be without merit, however, the costs of defending against the complaint~~ could bereduce ~~substantial.~~or Indefer the ~~event judgment is made against the Company and payment deemed appropriate, it may force~~utilization ~~the Company out~~ of ~~business~~those losses.

F-810

ST. JOSEPH, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(6) Legal Proceedings

On or about January 24, 2012, our subsidiary, Staf*Tek Services, Inc. was served notice that Danny McGowan, a former employee hired and assigned to work for Staf*Tek’s client as a contractor, filed a lawsuit against Staf*Tek Services, Inc. and it’s client in the district court in Tulsa County, Oklahoma, Case No. CJ-2011-7039, in connection with a wrongful termination complaint. Mr. McGowan alleges that he was terminated after one month of employment, but feels he had a guaranteed contract for six months. The wording in his employment agreement that he identifies as guaranteeing his employment for six months was inserted at the request of Staf*Tek’s client.

Staf*Tek’s client terminated Mr. McGowan for performance issues after one month of employment. Mr. McGowan filed a lawsuit against Staf*Tek and the client and subsequently filed a motion for default judgment, which was granted by the judge. On March 9, 2012, Stat*Tek filed a motion to vacate the default judgment and requested a new trial. Staf*Tek has engaged counsel and intends to vigorously defend this action. As of this date, the client that terminated Mr. McGowan has been dismissed from the lawsuit by the judge because they had not been served within a six months of the original filing of the lawsuit by Mr. McGowan’s counsel. Mr. McGowan and his attorney were three weeks late responding to our request for discovery and we requested dismissal. However, the judge did not grant dismissal. Mr. McGowan filed a motion for partial summary judgment on June 12, 2014. The Company responded on June 27, 2014 and the motion for partial summary judgment was denied on July 29, 2014. Mr. McGowan is seeking damages against Staf*Tek in an amount in excess of $75,000. Management deems the suit to be without merit, however, the costs of defending against the complaint could be substantial. In the event judgment is made against the Company and payment deemed appropriate, it may force the Company out of business.

(7) Commitment

The Company ~~currently~~leased ~~leases~~ office space in ~~McKinney~~Tulsa, ~~Texas~~Oklahoma onunder aan ~~month-to-month~~operating ~~basis.~~lease, ~~Rent~~which ~~expense~~expired ~~for~~in ~~the~~April ~~three~~2012. ~~months~~We ~~ended~~leased ~~March~~the office space ~~31,~~on ~~2015~~a ~~totaled~~month-to-month ~~$1,500~~basis ~~(unaudited)~~through May 2014.

~~(8)~~The ~~Proposed~~Company ~~Reverse~~currently ~~Acquisition~~leases ofoffice ~~Zone~~space ~~USA~~in McKinney, ~~Inc~~Texas on a month-to-month basis. Rent expense for the six months ended June 30, 2015 totaled $3,000 (unaudited).

On(8) ~~February~~Subsequent 26, 2015, St. Joseph entered into a nonbinding Letter of Intent with Zone USA, Inc. The Letter of Intent provides for St. Joseph to acquire 100% of Zone USA, Inc., which has a 50% ownership position in ANZ Communications, LLC.Event

The ~~Letter~~Company ofhas ~~Intent~~evaluated ~~contemplates~~subsequent ~~the~~events ~~transaction~~through ~~being~~August ~~structured~~24, ~~as a reverse acquisition with St~~2015. ~~Joseph~~Other ~~purchasing Zone USA’s 50% ownership position in ANZ Communications in return for the issuance of (i) such number of shares of common stock that will be equal to not more~~ than ~~80%~~those ofdescribed ~~the~~below, ~~total~~there ~~issued~~have ~~and~~been ~~outstanding~~no ~~shares of St. Joseph on a fully diluted and converted basis,~~subsequent orevents ~~(ii)~~after ~~preferred~~June ~~stock convertible into such number of common stock. In addition~~30, ~~the~~2015 ~~Letter of Intent contemplates that the execution of a definitive agreement~~ for ~~the~~which ~~RTO~~disclosure is conditional on the involved parties being satisfied with their initial due diligence reviews, and the raising by St. Joseph of not less than $10 million in net proceeds. It is also contemplated that the definitive agreement will contain customary representations, warranties, covenants, undertakings and indemnities, including by the Company’s principal shareholders, together with non-competition agreements required by the Zone USA Investor (or its affiliates) relating to the existing Company’s business and restraints on the disposal by the Company’s principal shareholders’ shares in the Company post-closing for an agreed period.

The proposed transaction may be subject to the approval of our shareholders and the approval of Zone USA’s owners. The approvals necessary will depend on the transaction structure contained in any definitive agreement that may be entered into. We cannot provide any assurance that the required approvals will be granted, and in the event they are not, we will not be able to proceed with the transaction. Any consummation of the proposed transaction will need to be performed in compliance with applicable securities laws and regulations, and may require the filing of comprehensive disclosure documents which may add to the expense and time needed for the completion of the transaction. Depending on the final transaction structure we may need to register as an Investment Company under the Investment Company Act of 1940 or obtain an exemption from such registration. In such event, we may have to abandon the transaction if we not able to register as an Investment Company or not able to obtain an exemption. Our management cautions investors against making investment decisions based on any expectation that the proposed transaction will be consummated, or that the proposed transaction will result in any increase in share value, because, in its view, such expectations are speculative.F-11

The Letter of Intent contemplates that if the parties proceed with the transaction, on its consummation, St Joseph’s board of directors and executive officers will be replaced by nominees to be named by the existing equity holders of Zone USA.

(9) Subsequent Event

The Company has evaluated subsequent events through August 7, 2015. Other than those described below, there have been no subsequent events after March 31, 2015 for which disclosure is required.

On April 9, 2015, the Company entered into a Settlement Agreement for repayment of the bank loan. Under terms of the Settlement Agreement, the Company must repay the bank $30,000 as follows: $7,500 on or before April 20, 2015, $7,500 on or before May 20, 2015, and a final payment of $15,000 on or before June 20, 2015. As of June 30, 2015, the Company had repaid all $30,000 under the Settlement Agreement. As a result, the Company recorded a $85,402 gain on the debt restructuring for the three months ended March 31, 2015.

F-9

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This quarterly report on Form 10-Q and other reports filed by St. Joseph, Inc. (the “Company”) from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management.

Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks contained in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, relating to the Company’s industry, the Company’s operations and results of operations, and any businesses that the Company may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Company Overview

St. Joseph, Inc. was organized under the laws of the State of Colorado on March 19, 1999 as Pottery Connection, Inc. Our Company was originally organized to produce and sell pottery of all forms, as well as arts and crafts through the Internet. On March 19, 2001, we changed our corporate name to St. Joseph Energy, Inc. in anticipation of changing our business purpose to the exploration and development of oil and gas properties. However, after unsuccessfully investing in two oil wells located in the State of Louisiana, we elected to abandon that endeavor and return to our original business purpose.

On November 6, 2003, we changed our corporate name to St. Joseph, Inc.

Staf*Tek was organized under the laws of the State of Oklahoma on January 2, 1997. On December 2, 2003, we acquired all of the issued and outstanding shares of common stock of Staf*Tek stock in exchange for (1) 380,500 shares of our Series A Preferred Shares (“Series A Shares”); (2) 219,500 shares of our common stock; and (3) $200,000 in cash. The acquisition closed on January 2, 2004, at which time Staf*Tek became a wholly owned subsidiary of St. Joseph.

We also hope to acquire other operating companies as subsidiaries and are pursuing suitable candidates for future acquisition that could potentially create value for our existing shareholders. Acquisition targets may be in sectors other than our current sector of providing employment agency services. Although it is not our goal, we would also consider a reverse merger opportunity, if it were seen to be a value creation opportunity for our existing shareholders.

To date, we have not consummated any acquisition and cannot provide any assurance that we will be successful in this endeavor. Any acquisition may be structured as a share exchange and may result in significant dilution to our existing shareholders.

Staf*Tek Services Inc.

In anticipation of the completion of our reverse acquisition and in an effort to reduce expenses management recently downsized the operational expense at Staf*Tek by reducing the number of recruiters specializing in placement of professional technical personnel, as well as finance and accounting personnel on a temporary and permanent basis. Staf*Tek is primarily a regional professional service firm located in the Tulsa, Oklahoma area. Over the course of the last several years the area has experienced a downturn in the demand for highly specialized and qualified personnel further identifying the need for the reduction in personnel and expense.

Proposed Reverse Acquisition of Zone USA, Inc.

On February 26, 2015, St. Joseph entered into a nonbinding Letter of Intent with Zone USA, Inc. The Letter of Intent provides for St. Joseph to acquire 100% of Zone USA, Inc., which has a 50% ownership position in ANZ Communications, LLC.

The Letter of Intent contemplates the transaction being structured as a reverse acquisition with St. Joseph purchasing Zone USA’s 50% ownership position in ANZ Communications in return for the issuance of (i) such number of shares of common stock that will be equal to not more than 80% of the total issued and outstanding shares of St. Joseph on a fully diluted and converted basis, or (ii) preferred stock convertible into such number of common stock. In addition, the Letter of Intent contemplates that the execution of a definitive agreement for the RTO is conditional on the involved parties being satisfied with their initial due diligence reviews, and the raising by St. Joseph of not less than $10 million in net proceeds. It is also contemplated that the definitive agreement will contain customary representations, warranties, covenants, undertakings and indemnities, including by the Company’s principal shareholders, together with non-competition agreements required by the Zone USA Investor (or its affiliates) relating to the existing Company’s business and restraints on the disposal by the Company’s principal shareholders’ shares in the Company post-closing for an agreed period.

Results of Operations for the Three Months Ended ~~March~~June 3130, 2015 and 2014

The following tables sets forth the summary income statement for the three months ended ~~March~~June 3130, 2015 and 2014:

	Three Months Ended
	March 31,
	June 30,
	2015						2014
				% of						% of			Change			Change
	$			Revenue			$			Revenue			$			%
REVENUES:
Contract	$	-			0.00	%	$	3,~~276~~380			100.00	%	$	(3,~~276~~380	)		-100.00	%
COST OF REVENUES		-			0.00	%		21,~~728~~819			8353.2782	%		(21,~~728~~819	)		-100.00	%
Gross Margin		-			0.00	%		~~548~~1,561			1646.7318	%		(~~548~~1,561	)		-100.00	%
COSTS AND EXPENSES:
General and Administrative Expenses		7123,~~718~~708			100.00	%		90126,~~551~~770			~~2764~~3750.0759	%		(18103,~~833~~062	)		-2081.8030	%
Depreciation and Amortization		-			0.00	%		-			0.00	%		-			0.00	%
Total Costs and Expenses		7123,~~718~~708			100.00	%		90126,~~551~~770			~~2764~~3750.0759	%		(18103,~~833~~062	)		-2081.8030	%
Operating Income (Loss)		(7123,~~718~~708	)		-100.00	%		(90125,~~003~~209	)		-~~2747~~3704.3441	%		18101,~~285~~501			-2081.3207	%
OTHER INCOME AND (EXPENSE):
Other Income (expense)		~~85,402~~-			~~100~~0.00	%		~~275~~3,800			8112.3943	%		85(3,~~127~~800	)		0-100.00	%
Interest Expense		-			0.00	%		(276,~~429~~640	)		-~~837~~196.2745	%		276,~~429~~640			-100.00	%
Net Other Expense		~~85,402~~-			~~100~~0.00	%		(272,~~154~~840	)		-~~828~~84.8802	%		~~112~~2,~~556~~840			-~~414~~100.5100	%
Loss before provision for income taxes		13(23,~~684~~708	)		-100.00	%		(~~117~~128,~~157~~049	)		-~~3576~~3788.2243	%		~~130~~104,~~841~~341			-~~111~~81.6849	%
Provision for income taxes		-			0.00	%		-			0.00	%		-			0.00	%
Net Loss	$	13(23,~~684~~708	)		-100.00	%	$	(~~117~~128,~~157~~049	)		-~~3576~~3788.2243	%	$	~~130~~104,~~841~~341			-~~111~~81.6849	%

Revenues

Revenues for the three months ended ~~March~~June 3130, 2015 decreased to $-0- from $3,~~276~~380 for the three months ended ~~March~~June 3130, 2014. This decrease in net revenues of $3,~~276~~380, or 100%, over the prior period, is attributable to the termination of the Company’s revenue-producing operations.

Gross Profit

For the three months ended ~~March~~June 3130, 2015, we had no gross profit compared to a gross profit of $~~548~~1,561 for the three months ended ~~March~~June 3130, 2014. This decrease in our gross profitability of $~~548~~1,561, or 100% over the prior period, is due to the termination of the Company’s revenue-producing operations.

Total Costs and Expenses

Total costs and expenses for the three months ended ~~March~~June 3130, 2015 decreased to $7123,~~718~~708 from $90126,~~551~~770 for the three months ended ~~March~~June 3130, 2014. This decrease in our total operating expenses of $18103,~~833~~062 is approximately 2081.83% below that of the prior period is attributed to the termination of the Company’s revenue-producing operations.

Net Other Income (Expense)

Net other income/expense for the three months ended ~~March~~June 3130, 2015 increased to $~~85,402~~-0- from $(272,~~154~~840) for the three months ended ~~March~~ 31June 30, 2014. This is an increase in net other income/expense of $~~112~~2,~~556~~840, or approximately ~~414.5~~100% over the prior period ~~resulting~~is attributed ~~from~~to the ~~restructuring~~termination ~~and~~of ~~related $85,402 gain recognized on~~ the Company’s ~~bank~~revenue-producing ~~loan~~operations.

Net Income (Loss)

Due to the aforementioned reasons, our net ~~income~~loss for the three months ended ~~March~~June 3130, 2015 ~~increased~~decreased to $1323,~~684~~708 as compared to a $~~117~~128,~~157~~ 049 loss for the three months ended ~~March~~June 3130, 2014. This ~~increase~~decrease in net ~~income~~loss of $~~130~~104,~~841~~341 is approximately ~~111~~81.75% above that of the prior period loss ~~resulting~~is ~~from~~attributed to the ~~restructuring~~termination ~~and~~of ~~related $85,402 gain recognized on~~ the Company’s ~~bank loan~~revenue-producing operations.

Results of Operations for the Six Months Ended June 30, 2015 and 2014

The following tables sets forth the summary income statement for the six months ended June 30, 2015 and 2014:

	Six Months Ended
	June 30,
	2015						2014
				% of						% of			Change			Change
	$			Revenue			$			Revenue			$			%
REVENUES:
Contract	$	-			0.00	%	$	6,656			100.00	%	$	(6,656	)		-100.00	%
COST OF REVENUES		-			0.00	%		4,547			68.31	%		(4,547	)		-100.00	%

Gross Margin		-			0.00	%		2,109			31.69	%		(2,109	)		-100.00	%

COSTS AND EXPENSES:
General and Administrative Expenses		95,426			100.00	%		217,321			3265.04	%		(121,895	)		-56.09	%
Depreciation and Amortization		-			0.00	%		-			0.00	%		-			0.00	%
Total Costs and Expenses		95,426			100.00	%		217,321			3265.04	%		(121,895	)		-56.09	%

Operating Income (Loss)		(95,426	)		-100.00	%		(215,212	)		-3233.35	%		119,786			-55.66	%

OTHER INCOME AND (EXPENSE):
Other Income (expense)		85,402			0.00	%		4,075			61.22	%		81,327			1995.75	%
Interest Expense		-			0.00	%		(34,069	)		-511.85	%		34,069			-100.00	%
Net Other Expense		85,402			0.00	%		(29,994	)		-450.63	%		115,396			-384.73	%
Loss before provision for income taxes		(10,024	)		-100.00	%		(245,206	)		-3683.98	%		235,182			-95.91	%

Provision for income taxes		-			0.00	%		-			0.00	%		-			0.00	%

Net Loss	$	(10,024	)		-100.00	%	$	(245,206	)		-3683.98	%	$	235,182			-95.91	%

Revenues

Revenues for the six months ended June 30, 2015 decreased to $-0- from $6,656 for the six months ended June 30, 2014. This decrease in net revenues of $6,656, or 100%, over the prior period, is attributable to the termination of the Company’s revenue-producing operations.

Gross Profit

For the six months ended June 30, 2015, we had no gross profit compared to a gross profit of $2,109 for the six months ended June 30, 2014. This decrease in our gross profitability of $2,109, or 100% over the prior period, is due to the termination of the Company’s revenue-producing operations.

Total Costs and Expenses

Total costs and expenses for the six months ended June 30, 2015 decreased to $95,426 from $217,321 for the six months ended June 30, 2014. This decrease in our total operating expenses of $121,895 is approximately 56.1% below that of the prior period is attributed to the termination of the Company’s revenue-producing operations.

Net Other Income (Expense)

Net other income/expense for the six months ended June 30, 2015 increased to $85,402 from $(29,994) for the six months ended June 30, 2014. This is an increase in net other income/expense of $115,396, or approximately 384.7% over the prior period is attributed to the $85,402 gain on debt restructuring and the termination of the Company’s revenue-producing operations.

Net Income (Loss)

Due to the aforementioned reasons, our net loss for the six months ended June 30, 2015 decreased to $10,024 as compared to a $245,206 loss for the six months ended June 30, 2014. This decrease in net loss of $235,182 is approximately 95.9% above that of the prior period loss is attributed to the $85,402 gain on debt restructuring and the termination of the Company’s revenue-producing operations.

Liquidity and Capital Resources

As of ~~March~~June 3130, 2015, we had a cash balance of $717,~~394~~832.

The following table summarizes total current assets, liabilities and working capital at ~~March~~June 3130, 2015 compared to December 31, 2014:

	Period Ended
	March 31, 2015			December 31, 2014			Increase/Decrease
	June 30, 2015			December 31, 2014			Increase/Decrease
Current Assets	$	717,~~394~~832		$	12,721		$	(5,~~327~~111	)
Current Liabilities	$	~~784~~756,~~407~~053		$	878,418		$	(94122,~~011~~365	)
Working Capital Deficit	$	(~~777~~738,~~013~~221	)	$	(865,697	)	$	88(127,~~684~~476	)

Going Concern

For the ~~three~~six months ended ~~March~~June 3130, 2015, our funds are insufficient to fund our daily operations. We must to seek other sources of of financing to maintain liquidity. The ability of the Company to continue is dependent on management’s plans, which include the raising of capital through the debt and/or equity markets, with some additional funding from other traditional financing sources, including term notes. The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence. There can be no assurance that the Company will be able to raise any additional capital.

Our plan regarding these matters is to raise additional debt and/or equity financing to give us the ability to cover our current cash flow requirements and meet our obligations as they become due. There can be no assurances that financing will be available or, if available, that such financing will be available under favorable terms. In the event that we are unable to generate adequate revenues to cover expenses and cannot obtain additional financing in the near future, we may seek protection under bankruptcy laws. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary Cash Flows for the ~~three~~six months ended ~~March~~June 3130, 2015 and 2014

	Three months ended March 31,
	Six months ended June 30,
	2015			2014
Net cash provided by (used in) operating activities	$	(2042,~~327~~389	)	$	(97139,~~883~~843	)
Net cash provided by (used in) investing activities	$	-		$	-
Net cash provided by (used in) financing activities	$	1547,~~000~~500		$	~~100~~139,~~000~~400

Cash Used In Operating Activities

Net cash used in our operating activities in the first ~~three~~six months of 2015 totaled $2042,~~327~~389, which compared to net cash used in our operating activities of $97139,~~883~~843 for the same three months in the prior year. This decrease in cash used in operating activities of $97,454 is attributed to the $85,402 gain on debt restructuring, the write-off of a $60,000 prepaid expense and the significant decrease in net loss due to the termination of the Company’s revenue-producing operations.

Cash Provided By Financing Activities

In a private placement during the ~~three~~six months ended ~~March~~June 3130, 2015, the Company sold 60310,000 (unaudited) shares of common stock to accredited investors at a price of $0.25 per share for gross proceeds totaling $1577,~~000~~500 (unaudited). The Company also made debt repayments totaling $30,000, resulting in net cash provided by financing activities for the six months ended June 30, 2015 of $47,500.

Inflation

There was no significant impact on the Company’s operations as a result of inflation for the three months ended March 31, 2015. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K to the SEC for the fiscal year ended December 31, 2014.

Recent Accounting Pronouncements

None.

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures, including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause an effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

We believe the following critical accounting policies and procedures, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Use of Estimates and Assumptions

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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The Company’s significant estimates and assumptions include the fair value of financial instruments; the carrying value, recoverability and impairment, if any, of long-lived assets; interest rate, income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Off Balance Sheet Arrangements

During the ~~three~~six months ended ~~March~~June 3130, 2015, we did not engage in any material off-balance sheet activities, nor have any relationships or arrangements with unconsolidated entities established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities, nor do we have any commitment or intent to provide additional funding to any such entities.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

We do not hold any derivative instruments and do not engage in any hedging activities.

ITEM 4. Controls and Procedures

(a)

Evaluation of disclosure controls and procedures

Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report.

Based upon that evaluation, the Company’s PEO and PFO concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s PEO and PFO, as appropriate, to allow timely decisions regarding required disclosure.

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our periodic reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

(b)

Changes in internal control over financial reporting

There have been no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act) during the quarter ended ~~March~~June 3130, 2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~PART II - OTHER INFORMATION~~10

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On or about January 24, 2012, our subsidiary, Staf*Tek Services, Inc. was served notice that Danny McGowan, a former employee hired and assigned to work for Staf*Tek’s client as a contractor, filed a lawsuit against Staf*Tek Services, Inc. and its client in the district court in Tulsa County, Oklahoma, Case No. CJ-2011-7039, in connection with a wrongful termination complaint. Mr. McGowan alleges that he was terminated after one month of employment, but feels he had a guaranteed contract for six months. The wording in his employment agreement that he identifies as guaranteeing his employment for six months was inserted at the request of Staf*Tek’s client.

Staf*Tek’s client terminated Mr. McGowan for performance issues after one month of employment. Mr. McGowan filed a lawsuit against Staf*Tek and the client and subsequently filed a motion for default judgment, which was granted by the judge. On March 9, 2012, Stat*Tek filed a motion to vacate the default judgment and requested a new trial. Staf*Tek has engaged counsel and intends to vigorously defend this action. As of this date, the client that terminated Mr. McGowan has been dismissed from the lawsuit by the judge because they had not been served within a six months of the original filing of the lawsuit by Mr. McGowan’s counsel. Mr. McGowan and his attorney were three weeks late responding to our request for discovery and we requested dismissal. However, the judge did not grant dismissal. Mr. McGowan filed a motion for partial summary judgment on June 12, 2014. The Company responded on June 27, 2014 and the motion for partial summary judgment was denied on July 29, 2014. Mr. McGowan is seeking damages against Staf*Tek in an amount in excess of $75,000. Management deems the suit to be without merit, however, the costs of defending against the complaint could be substantial. In the event a judgment is made against the Company and payment deemed appropriate, it may force the Company out of business.

ITEM 1A. RISK FACTORS

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the U.S. Securities and Exchange Commission.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company is currently delinquent in making dividend payments pursuant to the terms of a settlement agreement, as disclosed in an 8-K filed on May 9, 2009. The accrued balance due on Series A Convertible Preferred Stock dividends will commence dividend payments pursuant to the terms of a settlement agreement as funds are available. There is an accrued amount of Series A Convertible Preferred Stock dividends in the amount of $42,047 as of March 31, 2015 $42,047 at December 31, 2014).

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.		Description

31.1		Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith)

31.2		Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith)

32.1		Certification of Chief Executive Officer pursuant to pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith)

32.2		Certification of Chief Financial Officer pursuant to pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith)

SIGNATURES

Pursuant to the requirments of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 11, 2015 ST. JOSEPH, INC. /s/ GERALD MCILHARGEY Gerald McIlhargey, Chief Executive Officer

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Date: August 28, 2015

	ST. JOSEPH, INC.

	/s/ GERALD MCILHARGEY
	Gerald McIlhargey, Chief Executive Officer

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