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 31, 2016

[ ]	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 incorporation or organization)		(IRS Employer Identification No.)

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

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 September 14, 2017, there were 13,335,341 shares issued and outstanding of the registrant’s common stock.

ST. JOSEPH, INC.

Table of Contents

		Page No.

PART I. FINANCIAL INFORMATION		F-1

Item 1.	Condensed Consolidated Financial Statements (unaudited):	F-1
	Condensed Consolidated Balance Sheets	F-1
	Condensed Consolidated Statements of Operations	F-2
	Condensed Consolidated Statements of Shareholders’ Deficit	F-3
	Condensed Consolidated Statements of Cash Flows	F-4
	Notes to Condensed Consolidated Financial Statements	F-5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4.	Controls and Procedures	8

PART II. OTHER INFORMATION		9

Item 1.	Legal Proceedings	9
Item 1A.	Risk Factors	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Mine Safety Disclosures	9
Item 5.	Other Information	9
Item 6.	Exhibits	9

PART I – FINANCIAL INFORMATION

ITEM 1.

CONDENSED FINANCIAL STATEMENTS

ST. JOSEPH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2016			December 31, 2015
	(Unaudited)			(Derived from audited financial statements)
ASSETS

CURRENT ASSETS:
Cash	$	390		$	-
Total current assets		390			-

Property and equipment, net of accumulated depreciation of $1,000 and $1,000 respectively		-			-

Total Assets	$	390		$	-

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable	$	491,019		$	489,820
Bank balance in excess		-			1,574
Accrued liabilities		213,052			202,353
Accrued preferred dividend		44,648			44,359
Bank loan and notes payable:
Advance from officer		29,700			29,700
Loan from officer		45,000			45,000

Total current liabilities		823,419			812,806

Commitments and contingencies

STOCKHOLDERS’ DEFICIT:
Convertible preferred stock, Series A; $0.001 par value, $3.00 face value; convertible at one share for one share of common stock. 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, 13,455,341 (unaudited) and 13,395,341 issued and outstanding, respectively		13,455			13,395
Additional paid-in capital		4,096,389			4,081,449
Retained deficit		(4,932,879	)		(4,907,656	)
Total stockholders’ deficit		(823,029	)		(812,806	)

Total Liabilities and Stockholders’ Deficit	$	390		$	-

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
	March 31,
	2016			2015
REVENUES:
Contract	$	-		$	-
COST OF REVENUES		-			-

Gross Margin		-			-

COSTS AND EXPENSES:
General and Administrative Expenses		6,580			71,718
Payroll Expenses		4,875			-
Total Costs and Expenses		11,455			71,718

Operating Income (Loss)		(11,455	)		(71,718	)

OTHER INCOME AND (EXPENSE):
Other Income (Expense)		-			-
Debt Restructuring		-			85,402
Interest Expense		(13,768	)		-
Net Other Income (Expense)		(13,768	)		13,684
Income (Loss) before provision for income taxes		(25,223	)		13,684

Provision for income taxes		-			-
Net Income (Loss)	$	(25,223	)	$	13,684

Income (Loss) applicable to common stockholders	$	(25,223	)	$	13,684

Basic and diluted earnings (loss) per common share	$	(0.001	)	$	0.001

Weighted average common shares outstanding		13,447,648			13,114,466

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

									Additional
	Preferred Stock-Series A				Common Stock				Paid-in		Retained
	Shares		Par value		Shares		Par value		Capital		Deficit			Total

Balance December 31, 2014		5,708	$	6		13,085,341	$	13,085	$	3,952,979	$	(4,771,767	)	$	(805,697	)

Sale of common stock @ $0.25 per share		-		-		310,000		310		77,190		-			77,500
Loss on common stock exchanged for debt		-		-		-		-		14,277		-			14,277
Modification of stock options		-		-		-		-		37,003		-			37,003
Net income for the year ended December 31, 2015		-		-		-		-		-		(135,889	)		(135,889	)

Balance December 31, 2015		5,708	$	6		13,395,341	$	13,395	$	4,081,449	$	(4,907,656	)	$	(812,806	)

Sale of common stock @ $0.25 per share		-		-		60,000		60		14,940		-			15,000
Net loss for the three months ended March 31, 2016		-		-		-		-		-		(25,223	)		(25,223	)

Balance March 31, 2016		5,708	$	6		13,455,341	$	13,455	$	4,096,389	$	(4,932,879	)	$	(823,029	)

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
	March 31,
	2016			2015
OPERATING ACTIVITIES

Net income (loss)	$	(25,223	)	$	13,684
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Gain on debt restructuring		-			-
Changes in operating assets and liabilities:
(Increase)/decrease in other assets		-			60,000
Increase/(decrease) in accounts payable		(86	)		(2,242	)
Increase/(decrease) in accrued liabilities		10,699			(6,367	)
Net cash provided by (used in) operating activities		(14,610	)		(20,327	)

INVESTING ACTIVITIES		-			-

FINANCING ACTIVITIES
Proceeds from sale of common stock		15,000			15,000
Net cash provided by (used in) financing activities		15,000			15,000

INCREASE (DECREASE) IN CASH		390			(5,327	)

CASH AT BEGINNING OF PERIOD		-			12,721
CASH AT END OF PERIOD	$	390		$	7,394

SUPPLEMENTAL INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

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, 2016 has been derived from financial statements included in the Form 10-K. The accompanying unaudited financial statements at March 31, 2016 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, 2015.

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 months ended March 31, 2016 are not necessarily indicative of the results to be expected for the full year ending December 31, 2016.

There is no provision for dividends for the quarter to which this quarterly report relates other than the accrued dividends relating to the preferred shares.

Financial data presented herein are unaudited.

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)

(2)

Summary of Significant Accounting Policies

Organization and Basis of Presentation

St. Joseph, Inc. (the “Company”) was incorporated in Colorado on March 19, 1999 as Pottery Connection, Inc. On March 19, 2001, the Company changed its name to St. Joseph Energy, Inc. and on November 6, 2003, the Company changed its name to St. Joseph, Inc.

During operation the Company, through its wholly-owned subsidiary, Staf*Tek, specialized in the recruitment and placement of professional data processing and technical personnel for clients on both a permanent and contract basis. Due to economic conditions and in anticipation of reverse acquisition and in an effort to eliminate expenses management shutdown 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.

Due to economic conditions the Company has discontinued its temporary and permanent staffing services and may or may not restart operations.

Recently Adopted and Recently Enacted Accounting Pronouncements

In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) (“ASU 2015-16”). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Company’s consolidated financial statements.

In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period.

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest–Imputation of Interest (Subtopic 835-30) (“ASU 2015-03”), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on its balance sheets.

Proposed Reverse Acquisition of Zone USA, Inc.

On June 15, 2016 the Company filed an 8K indicating that the Company was provided written notice of the termination of a nonbinding letter of intent(the “Letter of Intent”) with Karavos Holdings Limited and its wholly owned subsidiary Zone USA, Inc. (“Zone USA”). The contemplated acquisition was to include 100% of Karavos Holdings Limited, a holding company which wholly owns Zone USA. The Letter of Intent was effected on August 7, 2012 and extended on February 26, 2015, and has been subsequently mutually terminated on June 15, 2016.

F - 6

ST. JOSEPH, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Principles of Consolidation

The consolidated financial statements for the periods ended March 31, 2016 and 2015 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 stockholders’ deficiency at March 31, 2016 and 2015. In our financial statements for the periods ended March 31, 2016 and 2015, 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.

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 March 31, 2016 and December 31, 2015.

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.

F - 7

ST. JOSEPH, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Accounts Receivable

Accounts receivable consists of amounts due from customers related to the Company’s employee placement services. The Company considers accounts more than 30 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. The Company generally does not require collateral for its accounts receivable.

Property, Equipment and Depreciation

Property and equipment are stated at cost. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets as follows:

Furniture and fixtures	7 years
Office equipment	5 years
Computer equipment	3 years

Upon retirement or disposition of an asset, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. Repairs and maintenance are charged to expense as incurred and expenditures for additions and improvements are capitalized.

Impairment and Disposal of Long-lived Assets

The Company evaluates the carrying value of its long-lived assets when indicators of impairment are present. Impairment is assessed when the undiscounted future cash flows estimated to be generated by those assets are less than the assets’ carrying amount. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying value or fair value, less costs to sell. There were no impairments recognized for the periods ended March 31, 2016 and 2015.

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.

Advertising Costs

The Company expenses all advertising as incurred. The Company incurred advertising costs totaling $0 and $702 for the periods ended March 31, 2016 and December 31 2015, respectively.

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 March 31, 2016 were not included in the diluted loss per share as all 5,708 preferred shares and all 417,500 options were anti-dilutive as the Company incurred losses during the year. Preferred stock and common stock options outstanding at March 31, 2015 are includable in the diluted loss per share as the Company had net income for the year.

F - 8

ST. JOSEPH, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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 5).

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.

(3)

Related Party Transactions

In prior years, COLEMC Investments, LTD., a Canadian Company owned by Gerry McIlhargey, President and Director of the Company, 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 have been extended until December 31, 2016. The notes are not able to be converted to shares of the Company.

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 and is currently in default. The notes are not able to be converted into shares of the Company.

The advance payable to Sensory Electronics, Inc. for $3, 750 is a short-term loan due with no interest nor maturity date. The company is owned by a Director of the Company. The advance was for operating funds.

F - 9

ST. JOSEPH, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(4)

Notes Payable

Bank Loan

The Company originally had a $200,000 line of credit with the bank since 2005. 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. On September 9, 2013, the Company received a default letter from the bank.

On April 9, 2015, the Company entered into a Settlement Agreement for repayment of the bank loan, reducing the loan obligation to $30,000. As of December 31, 2015, the Company fulfilled the settlement agreement and recognized $85,402 gain for debt restructuring on default of the bank loan.

(5)

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 convertibility features of and divided yield of such series. In December 2003, the Company issued 386,208 shares of Series A Convertible Preferred Stock as part of the initial staffing company acquisition and 5,708 have not been converted to common stock at March 31, 2016 and remain preferred shares.

Series A Convertible Preferred Stock is convertible to one share of common stock and have a stated value of $3.00 per share. Each holder of Series A Shares is entitled to receive a dividend equal 6.75% of the state value of the Series A Shares payable on each anniversary of the date of issuance of such shares.

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 $44,648 (unaudited) and $44,359 as of March 31, 2016 and December 31, 2015, respectively. Interest accrued on Series A Convertible Preferred Stock dividends total $289 for the period ended March 31, 2016 and $2,312 for the period ended December 31 2015. 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 three months ended March 31, 2016, the Company sold 60,000 (unaudited) shares of common stock to accredited investors at a price of $0.25 per share for gross proceeds totaling $15,000 (unaudited).

In a private placement during the three months ended March 31, 2015, the Company sold 60,000 shares of common stock to accredited investors at a price of $0.25 per share for gross proceeds totaling $15, 000.

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.

F - 10

ST. JOSEPH, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

None

Equity Awards Granted to Employees

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. On December 31, 2015 the options expired and each member of the Board of Directors was granted a similar amount of shares for a period of one year, or December 31, 2016. The exercise price of $0.25 per share is below the thirty day moving market price of $0.15 per share.

Because the Company’s equity awards to employees and Board Members expired December 31, 2016. There is no effect for such awards in the current period. On June 7, 2017 417,500 options were awarded to Board Members at an exercise price of $0.10 per share.

(5)

Income Taxes

The Company records its income taxes in accordance with ASC 740 Income Taxes. The Company incurred net operating losses during all periods presented resulting in a deferred tax asset, which has been fully allowed for; therefore, the net benefit and expense resulted in no income taxes.

(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. There has been no accrual for expenses related to this law suit.

F - 11

ST. JOSEPH, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(7)

Commitment & Contingencies

The Company currently leases office space in McKinney, Texas on a month-to-month basis. Rent expense for the three months ended March 31, 2016 and 2015 totaled $1,500 respectively (unaudited).

The Company owes the following to the IRS for payroll taxes:

	3/31/2016		12/31/2015
Federal Withholding	$	67,282	$	67,282
Interest		6,303		5,798
Penalties		11,966		11,597
	$	85,551	$	84,677

Federal FICA	$	35,656	$	35,656
Interest		3,084		2,816
Penalties		6,167		5,632
	$	44,907	$	44,104

Interest accrued on Federal Withholding taxes owed was $505 and $5,798 for periods ended March 31, 2016 and December 31, 2015 respectively. Penalties accrued on Federal Withholding taxes owed was $369 and $11,597 for periods ended March 31, 2016 and December 31, 2015 respectively. Interest accrued on Federal FICA taxes owed was $268 and $2,816 for periods ended March 31, 2016 and December 31, 2015 respectively. Penalties accrued on Federal FICA taxes owed was $535 and $5,632 for periods ended March 31, 2016 and December 31, 2015 respectively.

The Company owes payroll taxes, interest and penalties to Oklahoma as follows:

		3/31/2016				12/31/2015
Oklahoma Withholding		$	32,220			$	20,044

The Company owes unemployment taxes to Oklahoma as follows:

		3/31/2016				12/31/2015
Oklahoma Unemployment		$	9,541			$	9,541

(8)

Subsequent Events

The Company has evaluated subsequent events through September 14, 2017. Other than those described below, there have been no material subsequent events after March 31, 2016 for which disclosure is required.

The Company’s equity awards to employees and Board Members expired December 31, 2015. On June 7, 2017 417,500 options were awarded to Board Members at an exercise price of $0.10 per share.

The company had no material changes in the status of any legal proceedings.

F - 12

ST. JOSEPH, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The Company has the following liabilities as of March 31, 2016.

Loan Payable to Officer	$	45,000
Advance from Officer	$	29,700
Accrued Preferred Dividend Payable	$	44,648

The Company has 5,708 shares of Preferred Stock issued.

The $45,000 advance from COLEMC Investments, LTD, a Canadian company owned by Gerry McIlhargey, President and Directory of the Company, as reflected in Related Party Transactions, has been extended until December 31, 2017.

There are no changes in regard to unpaid state and federal taxes by way of settlements. The penalties and interest continue to accrue and nothing has been paid as of the date of this filing.

F - 13

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, 2015, 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 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.

Results of Operations for the Three Months Ended March 31, 2016 and 2015

The following tables sets forth the summary income statement for the three months ended March 31, 2015 and 2014:

	Three Months Ended
	March 31,
	2016						2015
				% of						% of			Change			Change
	$			Revenue			$			Revenue			$			%
REVENUES:
Contract	$	-			0.00	%	$	-			0.00	%	$	-			0.00	%
COST OF REVENUES		-			0.00	%		-			0.00	%		-			0.00	%

Gross Margin		-			0.00	%		-			0.00	%		-			0.00	%

COSTS AND EXPENSES:
General and Administrative Expenses		11,455			100.00	%		71,718			100.00	%		(60,263	)		-84.03	%
Depreciation and Amortization		-			0.00	%		-			0.00	%		-			0.00	%
Total Costs and Expenses		11,455			100.00	%		71,718			100.00	%		(60,263	)		-84.03	%

Operating Income (Loss)		(11,455	)		-100.00	%		(71,718	)		-100.00	%		(60,263	)		-84.03	%

OTHER INCOME AND (EXPENSE):
Other Income (expense)		-			0.00	%		85,402			100.00	%		(85,402	)		-100.00	%
Interest Expense		13,768			100.00	%		-			0.00	%		13,768			-100.00	%
Net Other Income (Expense)		(13,768	)		100.00	%		85,402			100.00	%		(71,634	)		-183.88	%
Loss before provision for income taxes		(25,223	)		100.00	%		13,684			100.00	%		(38,907	)		-384.32	%

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

Net Income (Loss)	$	(25,223	)		100.00	%	$	13,684			100.00	%	$	(38,907	)		-384.32	%

Revenues

Revenues for the three months ended March 31, 201 were to $-0-, the same for the three months ended March 31, 2015. This is attributable to the termination of the Company’s revenue-producing operations.

Gross Profit

For the three months ended March 31, 2016, and three months ended March 31, 2015 was -0-. This 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 31, 2016 decreased to $11,455 from $71,718 for the three months ended March 31, 2015. This decrease in our total operating expenses of $60,263 is approximately 84.03% 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 31, 2016 decreased to $(13,768) from $85,402 for the three months ended March 31, 2015. This is a decrease in net other income/expense of $86,944, or approximately 183.88% over the prior period resulting from the restructuring and related $85,402 gain recognized on the Company’s bank loan.

Net Income (Loss)

Due to the aforementioned reasons, our net income for the three months ended March 31, 2016 decreased to $(25,223) as compared to $13,684 for the three months ended March 31, 2015. This decrease in net income of $38,907 is approximately 384.32% less than that of the prior period income resulting from the restructuring and related $85,402 gain recognized on the Company’s bank loan.

Liquidity and Capital Resources

As of March 31, 2016, we had a cash balance of $390.

The following table summarizes total current assets, liabilities and working capital at March 31, 2016 compared to December 31, 2015:

	Period Ended
	March 31, 2016			December 31, 2015			Increase/Decrease
Current Assets	$	390		$	-		$	390
Current Liabilities	$	823,419		$	812,806		$	(10,613	)
Working Capital Deficit	$	(823,029	)	$	(812,806	)	$	10,223

Going Concern

For the three months ended March 31, 2016, our funds are insufficient to fund our daily operations. We must seek other sources 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 months ended March 31, 2016 and 201

	Three months ended March 31,
	2016			2015
Net cash provided by (used in) operating activities	$	(14,610	)	$	(20,327	)
Net cash provided by (used in) investing activities	$	-		$	-
Net cash provided by (used in) financing activities	$	15,000		$	15,000

Cash Used In Operating Activities

Net cash used in our operating activities in the first three months of 2016 totaled $14,610, which compared to net cash used in our operating activities of $20,327 for the same three months in the prior year.

Cash Provided By Financing Activities

Inflation

There was no significant impact on the Company’s operations as a result of inflation for the three months ended March 31, 2016. 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, 2016.

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 months ended March 31, 2016, 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 31, 2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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, 2015, filed with the U.S. Securities and Exchange Commission.

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

In a private placement during the three months ended March 31, 2015, the Company sold 60,000 (unaudited) shares of common stock to accredited investors at a price of $0.25 per share for gross proceeds totaling $15,000 (unaudited).

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 $44,648 as of March 31, 2016 $44,359 at December 31, 2054).

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)

101.INS		XBRL Instance Document*

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB		XBRL Taxonomy Extension Label Linkbase Document*

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document*

101.SCH		XBRL Taxonomy Extension Schema Document*

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: September 15, 2017

	ST. JOSEPH, INC.

	/s/ GERALD MCILHARGEY
	Gerald McIlhargey, Chief Executive Officer

ST JOSEPH INC 10-Q