**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**AMENDMENT
      NO. 2**


**FORM
      10-KSB/A**


[X]
              Annual
                  Report Pursuant to Section 13 or 15(D) of the Securities Exchange
                  Act of
                  1934for
                  the fiscal year ended December 31, 2007.[
                  ]
              Transition
                  Report Under Section 13 or 15(D) of the Securities Exchange Act
                  of 1934for
                  the transition period from _____ to _____




Commission
      file number: 0-49936





**ST.
      JOSEPH, INC.**





(Exact
      name of Small Business Issuer as specified in its charter)





COLORADO
            CH47-0844532(State
                or other jurisdiction
            (IRS
                Employer Identification No.)of
                incorporation or organization)





4870
                S. Lewis, Suite 250, Tulsa, OK
            74105(Address
                of principal executive offices)
            (Zip
                Code)





Issuer's
      telephone number, including area code: (918) 742-1888





Securities
      registered under Section 12(b) of the Exchange Act: None





Securities
      registered under Section 12(g) of the Exchange Act: Common Stock, par value
      $0.001 per share





Check
      whether the issuer (1) 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





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. [ ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act.


[
      ] Yes
      [X] No





State
      issuer's revenues for its most recent fiscal year ended December 31, 2007,
      was
      $2,485,279.





Based
      on
      the closing sale price of $0.41 on March 25, 2008, the aggregate market value
      of
      the voting stock held by non-affiliates of the registrant was
      $1,791,654.90.





As
      of
      March 25, 2008 there were 7,406,802  shares
      of
      the registrant’s Common Stock issued and outstanding.





Transitional
      Small Business Disclosure Format (check one): Yes [ ] No [X]








**EXPLANATORY
      NOTE:**





This
      Amendment No. 2 amends and restates Item 8A(T). - Controls and Procedures -
      of
      our Annual Report on Form 10-KSB for the year ended December 31, 2007 (“Annual
      Report”), as amended. The Annual Report was initially filed with the Securities
      and Exchange Commission ("SEC") on March 31, 2008 and an Amendment 1 to the
      Annual Report was filed with the SEC on August 20, 2008.





This
      Form
      10-KSB/A only amends and restates the specific portion of the Annual Report
      identified above, and no other information in the Annual Report is amended
      hereby. Furthermore, neither Item 11, nor any other portion of the Annual
      Filing, has been updated to reflect other events occurring after the date of
      the
      Annual Report, March 28, 2008, or to modify or update those disclosures affected
      by subsequent events. Statements such as "the date of this report", or any
      equivalent periodic reference, which appear in either the Form 10-KSB/A or
      in
      the unmodified portions of the Original Filing, shall mean March 28, 2008.





Pursuant
      to the rules of the SEC, currently dated certifications from our Chief
      Executive Officer and
      Chief Financial Officer are attached to this Form 10-KSB/A as Exhibits 31.1,
      31.2, 32.1, 32.2 respectively.





**ITEM
      8A(T). CONTROLS AND PROCEDURES**




**Evaluation
      of Disclosure Controls and Procedures** .





Our
      Chief
      Executive Officer and Chief Financial Officer have re-evaluated the
      effectiveness, as of December 31, 2007, of the Company's disclosure controls
      and
      procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act.
      Based upon this re-evaluation of our disclosure controls and procedures, our
      Chief Executive Officer and Chief financial Officer concluded that our
      disclosure controls and procedures were ineffective as of December 31, 2007.
      The
      management’s report on internal control over financial reporting, included
      below, was omitted from this Annual Report as originally filed. Because of
      this
      omission, our Company’s Chief Executive Officer and Chief Financial Officer
      conducted the re-evaluation and reached the conclusion that our disclosure
      controls and procedures were ineffective.





**Changes
      in Internal Control over Financial Reporting** **.**




There
      have been no changes in our internal control over financial reporting during
      the
      quarter ended December 31, 2007, that have materially affected, or are
      reasonably likely to materially affect, our internal control over financial
      reporting.




**Management’s
      Evaluation of Internal Control over Financial Reporting**





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting, as such term is defined in Rule 13a-15(f)
      of
      the Exchange Act. This system is designed to provide reasonable assurance
      regarding the reliability of financial reporting and the preparation of the
      consolidated financial statements for external purposes in accordance with
      generally accepted accounting principles. Our internal control over financial
      reporting includes those policies and procedures that: (1) pertain to the
      maintenance of records that, in reasonable detail, accurately and fairly reflect
      our transactions and disposition of our assets; (2) provide reasonable
      assurance that transactions are recorded as necessary to permit preparation
      of
      consolidated financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being made
      only in accordance with authorizations of our management and directors; and
      (3) provide reasonable assurance regarding prevention or timely detection
      of unauthorized acquisition, use or disposition of our assets that could have
      a
      material effect on the consolidated financial statements.




Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Projections of any evaluation of effectiveness
      to future periods are subject to the risk that controls may become inadequate
      because of changes in conditions, or that the degree of compliance with the
      policies or procedures may deteriorate. All internal control systems, no matter
      how well designed, have inherent limitations. Therefore, even those systems
      determined to be effective can provide only reasonable assurance with respect
      to
      financial statement preparation and presentation. The scope of management’s
      assessment of the effectiveness of internal control over financial reporting
      includes all of our Company’s subsidiaries.




1


Our
      management performed an assessment as of December 31, 2007 of the
      effectiveness of our internal controls over financial reporting based upon
      the
      framework in Internal Control - Integrated Framework issued by the Committee
      of
      Sponsoring Organizations of the Treadway Commission (COSO), and concluded that
      our internal control over financial reporting was effective as of
      December 31, 2007.




This
      Annual Report does not include an attestation report of the Company’s
      independent registered public accounting firm regarding internal control
      over financial reporting. Management’s report was not subject to
      attestation by the Company’s independent registered public accounting firm
      pursuant to temporary rules of the Securities and Exchange Commission that
      permit the Company to provide only management’s report in this annual report.




**ITEM
      13. EXHIBITS**





In
      addition to the exhibits already filed with the Original Filing, the following
      certifications from our Chief Executive Officer and Chief Financial Officer
      are
      attached to this Form 10-KSB/A:




EXHIBIT
                NO.
            DESCRIPTION
                OF DOCUMENT31.1*
            Principal
                Executive Officer Certification under Section 302 of the Sarbanes-Oxley
                Act of 200231.2*
            Principal
                Financial Officer Certification under Section 302 of the Sarbanes-Oxley
                Act of 200232.1*
            Principal
                Executive Officer Certification under Section 906 of the Sarbanes-Oxley
                Act of 200232.2*
            Principal
                Financial Officer Certification under Section 906 of the Sarbanes-Oxley
                Act of 2002





*
      Filed
      herewith




2





SIGNATURES





Pursuant
      to the requirements of Section 13 of the Securities Exchange Act of 1934, the
      Company has caused this Report to be signed on its behalf by the undersigned,
      thereunto duly authorized.





Dated:
      September 9, 2008





St.
      Joseph, Inc.





By:
      /s/ Gerry McIlhargey


Gerry
      McIlhargey, President and Chief Executive Officer





Pursuant
      to the requirements of Section 13 of the Securities Exchange Act of 1934, the
      Company has caused this Report to be signed on its behalf by the undersigned,
      thereunto duly authorized.





Signature
                and Title
            Date/s/
                Gerry McIlhargey
            September
                9, 2008Gerry
                McIlhargey, President,Chief
                Executive Officer andDirector/s/Kenneth
                L. Johnson
            September
                9, 2008Kenneth
                L. Johnson,Secretary-Treasurer
                and Director/s/Bruce
                Schreiner
            September
                9, 2008Bruce
                Schreiner, Director/s/
                Donal Ford
            September
                9, 2008Donal
                Ford, Director/s/
                Maureen O’Brien
            September
                9, 2008Maureen
                O’Brien, Director






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