U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB


                                 Amendment No. 2



[x]   ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
      ACT OF 1934 For the fiscal year ended December 31, 2003

[ ]   TRANSITION REPORT UNDER 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.
                            ------------------------
                 (Name of small business issuer in its charter)


          Colorado                                              CH47-0844532
-------------------------------                              -----------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)


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

Issuer's telephone number: (918) 742-1888

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

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value
                          ----------------------------
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                Yes    [X]                        No [ ]

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not 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. [ ]

Issuer's revenues for its most recent fiscal year: $0.00

Aggregate market value of voting stock held by non-affiliates of the issuer as
of:  12/31/03: $309,480

Number of shares of common stock, $.001 par value, outstanding on
12/31/03 was 4,491,712

DOCUMENTS INCORPORATED BY REFERENCE
Transitional Small Business Disclosure Format:  Yes   [ ]     No   [X]


<PAGE>


                             St. Joseph Energy, Inc.

                                   FORM 10-KSB
                                TABLE OF CONTENTS

                                     PART I
                                      PAGE

ITEM 1.  DESCRIPTION OF BUSINESS                                     1

ITEM 2.  DESCRIPTION OF PROPERTY                                     4

ITEM 3.  LEGAL PROCEEDINGS                                           4

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         4

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS    4

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS
         OR PLAN OF OPERATIONS                                       6

ITEM 7.  FINANCIAL STATEMENTS                                        9

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE                      9

ITEM 8A. CONTROLS AND PROCEDURES                                     9

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
         AND CONTROL PERSONS; COMPLIANCE WITH SECTION
         16(a) OF THE EXCHANGE ACT                                  10

ITEM 10. EXECUTIVE COMPENSATION                                     13

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
         OWNERS AND MANAGEMENT                                      14

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS             15

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                           15

ITEM 14.  CONTROLS AND PROCEDURES                                   15

                                       ii


<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Business

(a) Business Background

St.  Joseph,  Inc.  ("St.  Joseph" or the "Company") was organized as a Colorado
Corporation  on March 19, 1999, as Pottery  Connection,  Inc. On March 19, 2001,
St.  Joseph  changed its  corporate  name from Pottery  Connection,  Inc. to St.
Joseph  Energy,  Inc. in  anticipation  of changing its business  purpose to the
exploration  and  development  of oil and gas  properties.  However,  after  the
unsuccessful investment in two oil wells located in the State of Louisiana,  St.
Joseph  elected to abandon that  endeavor  and return to its  original  business
purpose.  On November 6, 2003,  St. Joseph Energy,  Inc.,  changed its corporate
name to St. Joseph, Inc.

St.  Joseph  conveyed  its oil and gas working  interests  to a third  party,  a
shareholder  of the  Company,  in  exchange  for  debt,  which  was  an "as  is"
conveyance.  St.  Joseph has no reason to believe  or has any  knowledge  of any
anticipated liability from any lingering  environmental issue or other liability
from the oil and gas exploits in the State of Louisiana.

(b) Business of St. Joseph

St. Joseph was originally organized to produce and sell pottery of all forms, as
well as,  publish and sell, on both a wholesale  and retail  basis;  (i) limited
edition fine art lithographs, serigraphs, bas-reliefs, sculptures, aquatints and
etchings;  (ii) oil and acrylic  paintings and other  original works of art; and
(iii) posters,  and limited editions of other pottery artifacts.  St. Joseph had
determined to establish itself in a niche market, by developing a gallery on the
Internet ("gallery on the web"), which was to be a web site to facilitate online
retail  sales.  St.  Joseph at this time does not own nor does it propose to not
establish art  galleries at physical  locations and all sales were to have taken
place through its web site. St.  Joseph's did not generate any sales through the
proposed  web site.  The domain  name of,  www.gallerysaintjoseph.com,  has been
reserved  by the  Company.  However,  at this time,  St.  Joseph has  elected to
abandon  its  current  business  purpose  and will now focus on the  growth  and
further development of its wholly owned subsidiary, Staf*Tek Services, Inc.

(c) Acquisition of Staf*Tek Services, Inc.

On December 2, 2003,  the Company  entered  into an  Agreement  of Exchange  and
Purchase and Sale (the "Agreement") with Staf*Tek Services,  Inc.  ("Staf*Tek"),
an Oklahoma  corporation.  Staf*Tek was organized as an Oklahoma  corporation on
January 2, 1997.  The purchase of Staf*Tek by the Company took place on December
2, 2003 and the  acquisition  closed on January  2, 2004 at which time  Staf*Tek
became a wholly owned subsidiary of St. Joseph.

Pursuant to the terms of the Agreement,  the Company acquired 100 percent of the
issued and  outstanding  shares of  Staf*Tek's  common stock in exchange for (1)
380,500 shares of the Company's $.001 par value convertible preferred stock; (2)
219,500 shares of the Company's  $.001 par value common stock;  and (3) $200,000
in cash. The Company's convertible preferred stock has a face value of $3.00 per
share with a yield of 6.75 percent  dividend per annum,  which is paid quarterly
on a calendar  basis for a period of five (5) years.  The Company paid $6,122 in
preferred stock  dividends as of December 2003. The convertible  preferred stock
may be  converted  to the  Company's  common  stock at the rate of one  share of
convertible preferred stock for one share of common stock at any time by the


                                        1
<PAGE>


shareholder. The convertible preferred stock can be called for redemption by the
Company no sooner than two (2) years after the date of issuance, and only if the
Company's  common stock is trading on a recognized  United States stock exchange
for a period of no less than thirty  consecutive  trading days at a market value
of $5.00 or more per share. However, there is no publicly trading market at this
time.

As of March 1, 2004, the Company had paid the $200,000 cash owed under the terms
of the Agreement.

(d) Business of Staf*Tek Services, Inc.

Staf*Tek  specializes in the recruiting and placement of professional  technical
personnel on a temporary  and permanent  basis.  Staf*Tek  provides  Information
Technology employees in areas ranging from multiple platform systems integration
to end-user support, including specialists in programming,  networking,  systems
integration,  database  design  and  help  desk  support.  Staf*Tek's  candidate
databases  concerning  Information  Technology  (IT)  experience,   skills,  and
performance are continually  being updated  regarding new referrals and existing
candidates.  Staf*Tek's  contract  services  are  performed by a nucleus of both
permanent and  temporary  professionals.  Staf*Tek  responds to a broad range of
assignments from technical  one-person  assignments to major projects including,
but  not  limited  to:  Internet/Intranet   Development,   Desktop  Applications
Development, Project Management and Completion,  Enterprise Systems Development,
SAP  Implementation  and  Legacy  MainFrame  Projects.  Staf*Tek  also  provides
computer  training,   online  assessments  and  certification  at  its  web-site
www.staftek.com  through  Get  Smart  Online.  The Get Smart  Online  technology
provides anyone with internet access the opportunity to get tested and certified
in over fifty (50) Information Technology skill sets.

Staf*Tek was founded on the premise that there was an increasing demand for high
quality outsourced  professional services.  Staf*Tek's business premise combines
the client service orientation and commitment to quality. Staf*Tek is positioned
to take advantage of what the Company believes are two converging  trends in the
outsourced  professional  services  industry;  increasing  demand for outsourced
professional  services  by  corporate  clients  and  increasing  the  supply  of
professionals  interested in working on an outsourced  basis.  Staf*Tek believes
that its business  premise allows it to offer  challenging  yet flexible  career
opportunities, attract highly qualified, experienced professionals and, in turn,
attract clients with varying professional needs.

As of March 31, 2004, Staf*Tek employed 23 professional service associates which
are on assignment.  Staf*Tek has placed its service contract  professionals with
six (6) clients. These clients include, MCI, Conoco Phillips,  SUNOCO, Inc., TMS
Sequioa, Inc. Phillips,  Inc. and PPCO/SA. The outsourcing placement business is
a multi billion  dollar  business,  which  generated an estimated  $58.6 billion
dollars nationally in annual revenues in 2002.

While Staf*Tek has several clients,  it is primarily  dependant on its one large
client,  MCI. In the past 12 months,  MCI  accounted  for  approximately  66% of
Staf*Tek's total revenues. The loss of this client or in the event that there is
a  decrease  in  business  could have a material  adverse  effect on  Staf*Tek's
business. (See Risk Factor "MCI is Staf*Tek's Largest Client".)

Staf*Tek  is  primarily  a  regional  professional  service  firm that  provides
experienced  and  highly  qualified  information  technology  personnel  who can
demonstrate diversity, and flexibility in the work force.

Staf*Tek has determined that its market is primarily in the Tulsa, Oklahoma area
which is a market of approximately $30,000,000 dollars in annual revenues. Thus,
Staf*Tek  has  estimated  that within a 12 month period it could  penetrate  the
market by 20% and generate annual revenues of approximately  $6,000,000 dollars.
In order to reach  this goal the  Company  proposes  to hire one (1)  additional
sales personnel and increase its advertising.

Staf*Tek currently has one office located in Tulsa,  Oklahoma.  However,  as the
business begins to develop,  it will open an office in Dallas,  Texas within the
next 12 months.


                                        2
<PAGE>


Supply of Professionals

Concurrent with the growth in the demand for outsourced services, Staf*Tek is of
the belief,  based on discussions with Staf*Tek  associates,  that the number of
professionals  seeking work on a project and non-project basis has increased due
to a desire for:

* more flexible hours and work arrangements,  coupled with competitive wages and
  benefits; and
* challenging  engagements that advance their careers,  develop their skills and
  add to their experience.
* the Company maintains its own database of 15,000 trained independent  contract
professionals.  Once a  professional  is  placed,  he or she  either  becomes an
employee of the Company or the client's employee.

Marketing and Recruiting

The Company  markets its temporary and permanent  staffing  services to business
clients as well as employment  candidates.  Marketing and recruiting directed to
business clients and employment  candidates  consists  primarily of yellow pages
advertisements,  classified  advertisements,  websites, trade shows and web-site
promotion on the Internet.

Staf*Tek and its  subsidiary  own several  trademarks,  service  marks and trade
names, including the getsmartonline.com, staftek.com, confidentialsearch.com and
stjosephinc.com.

Management of the  Company's  temporary  and  permanent  staffing  operations is
coordinated from its headquarters in Tulsa, Oklahoma. The Company's headquarters
provides support and centralized services related to administrative,  marketing,
public relations, accounting and training.

Competition

The Company's  temporary and permanent  staffing  services face  competition  in
attracting clients as well as high-quality  specialized  employment  candidates.
The temporary and permanent placement businesses are highly competitive,  with a
number of firms offering  services similar to those provided by the Company on a
national,  regional or local basis.  In many areas the local  companies  are the
most successful  competitors.  The most significant  competitive  factors in the
temporary and permanent  placement  businesses are price and the  reliability of
service,  both of which are often a function of the  availability and quality of
professional personnel.  The Company believes it derives a competitive advantage
from its extensive experience with and commitment to the specialized  employment
market,

Temporary  employees placed by the Company are, in fact, the Company's employees
for all  purposes  while they are working on  assignments.  The Company pays the
related costs of employment,  such as workers' compensation insurance, state and
federal  unemployment  taxes,  social security and certain fringe benefits.  The
Company  provides access to voluntary  health  insurance  coverage to interested
temporary employees.


                                        3
<PAGE>


Reports to security holders

The  Company  will  send an  annual  report,  together  with  audited  Financial
Statements of the Company to security holders.

Any member of the public may read and copy any  materials the Company files with
the  Securities   and  Exchange   Commission  at  the  Securities  and  Exchange
Commission's  Public Reference Room at 450 Fifth Street,  NW,  Washington,  D.C.
20549.  The  public  may  obtain  information  on the  operation  of the  Public
Reference Room by calling the SEC at 1-800-SEC-0330. The Securities and Exchange
Commission  maintains  an  Internet  site  that  contains  reports,   proxy  and
information  statements,  and  other  information  regarding  issuers  that file
electronically with the SEC at http://www.sec.gov.

ITEM 2.  DESCRIPTION OF PROPERTY

Staf*Tek  leases  approximately  3317  square  feet of office  space from a non-
affiliated  third  party at 4870 South  Lewis,  Suite 250,  Tulsa,  OK 74105 and
requires monthly lease payments of $3,870.

ITEM 3.  LEGAL PROCEEDINGS

The Company nor its officers and directors  are a party to any material  pending
legal proceedings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter  was  submitted  to a vote of the  Company's  shareholders  during the
fiscal year covered by this report.

                                     PART II

ITEM 5.  MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of the date of this Form 10-KSB,  there is no public  trading  market for the
Company's  Common Stock.  The Company has engaged a  broker/dealer,  Burt Martin
Arnold Securities,  to file with the National Association of Securities Dealers,
Inc.  (NASD) to have its  Common  Stock  traded in the Pink  Sheets  and the OTC
Bulletin  Board(R)  (OTCBB) upon  satisfaction  of all disclosure and regulatory
requirements,  which  include,  among  other  things,  completion  of the review
process with applicable  regulatory  agencies and amendment of prior  Securities
Exchange  Act of 1934  filings as  necessary.  The  Company's  stock will not be
eligible  to trade  until  all such  requirements  are met,  and there can be no
assurance when, if ever, trading will begin,  although the Company is vigorously
pursuing the fulfillment of these requirements.

The Securities and Exchange  Commission has adopted  regulations  concerning low
priced securities or "penny stocks." The regulations  define a penny stock to be
any  equity  security  that has a market  price of less than  $5.00  per  share,
subject to certain exceptions.  For transactions covered by these regulations, a
broker-dealer  intending to sell to persons other than established  customers or
accredited  investors  must make a  special  suitability  determination  for the
purchaser  and  must  have  received  the  purchaser's  written  consent  to the
transaction  prior to the sale. If our common stock will constitute  penny stock
upon  trading,  these  additional  burdens may  discourage  broker-dealers  from
effecting  transactions in our common stock and could limit our market liquidity
and your ability to sell in the secondary  market.  In addition,  it is unlikely
that any bank or financial institution will accept penny stock as collateral.

In general,  under Rule 144 as currently in effect,  a person (or persons  whose
shares  are  aggregated),   including  an  affiliate,   who  beneficially   owns
"restricted  securities"  may not sell  those  securities  until  they have been
beneficially  owned for at least  one  year.  Thereafter,  the  person  would be
entitled to sell within any three-month  period a number of shares that does not
exceed the greater of:


                                        4
<PAGE>


o     1% of the number of shares of common stock then outstanding (approximately
      4,731,712 shares are outstanding as of September 30, 2004); or

o     the average  weekly  trading  volume of the common  stock  during the four
      calendar weeks  preceding the filing with the SEC of a notice on the SEC's
      Form 144 with respect to such sale  (shares of St.  Joseph are not trading
      as of September 30, 2004).

Sales under Rule 144 are also subject to certain  other  requirements  regarding
the manner of sale, notice and availability of current public  information about
St. Joseph.

Under Rule 144(k),  a person who is not, and has not been at any time during the
90 days  preceding a sale, an affiliate of St.  Joseph and who has  beneficially
owned the  shares  proposed  to be sold for at least two  years  (including  the
holding  period of any prior owner except an affiliate) is entitled to sell such
shares without  complying with the manner of sale,  public  information,  volume
limitation or notice provisions of Rule 144.

The  authorized  capital of the  Company is One  Hundred  Million  (100,000,000)
common shares with a par value of $0.001 per share. As of August 31, 2004, there
are 4,631,712 common shares issued and outstanding.

The  Company  has not agreed to  register  any shares of Common  Stock under the
Securities Act of 1933, as amended,  for sale by security  holders.  None of the
holders of the Company's  common shares have any right to require the Company to
register its common shares pursuant to the Securities Act of 1933.

There are  2,800,000  outstanding  options or warrants to purchase  shares,  and
386,208  securities  convertible into, shares of the Company's Common Stock. The
options may be converted  into common  shares at an exercise  price of $0.10 per
share and the preferred  shares may be converted into common shares on a one for
one basis.

As of December 31, 2003, the number of holders of record was approximately 105.

The  Company  has never paid a cash  dividend  on its Common  Stock nor does the
Company anticipate paying cash dividends on its Common Stock in the near future.
It is the present  policy of the Company not to pay cash dividends on the Common
Stock but to retain earnings, if any, to fund growth and expansion.  Any payment
of cash  dividends of the Common Stock in the future will be dependent  upon the
Company's financial  condition,  results of operations,  current and anticipated
cash  requirements,  plans for expansion,  as well as other factors the Board of
Directors deems relevant.

The  Company  has  not  established  an  Equity  Compensation  Plan  and has not
authorized the issuance of any securities for under such plan.

During  December  2003,  the Company sold 20,000  shares of its common stock for
$.50 per share  pursuant  to the  exemptions  afforded  by  Section  4(2) of the
Securities  Act of 1933 (the  "Act"),  as amended.  The Company  received  gross
proceeds of $10,000.

During  December  2003,  the Company  issued 3,292 shares of its common stock in
exchange for legal services related to the Staf Tek acquisition. The transaction
has been valued based on  contemporaneous  common stock sales at $1,646, or $.50
per share.

During October 2003, the Company issued 250,000 shares of its common stock to an
individual in exchange for services provided to the Company. The transaction was
valued at the cost of the services  rendered as the common stock had no publicly
traded  market  value on the date of the  transaction.  The  Company  recognized
stock-based compensation expense totaling $1,250 as a result of the transaction.


                                        5
<PAGE>


During  September  2002,  the Company  sold 7,200 shares of its common stock for
$.25 per share  pursuant  to the  exemptions  afforded  by  Section  4(2) of the
Securities  Act of 1933 (the  "Act"),  as amended.  The Company  received  gross
proceeds of $1,800.

During June 2002,  the Company  sold 40,000  shares of its common stock for $.25
per share  pursuant to the  exemptions  afforded by Section 4(2) of the Act. The
Company received gross proceeds of $10,000.

During the November and December of 2000, the Company sold 600,000 shares of its
common stock for $.25 per share pursuant to the  exemptions  afforded by Section
4(2) of the Act. The Company received gross proceeds of $150,000.

During  the March and April of 1999,  the  Company  sold  101,720  shares of its
common stock for $.25 per share pursuant to the  exemptions  afforded by Section
3(b) and 4(2) of the Act and Rule 504 of  Regulation D  promulgated  thereunder.
The Company  received net proceeds of $24,720  after  deducting  offering  costs
totaling $710.

In general,  under Rule 144 as currently in effect, a shareholder,  including an
affiliate of St.  Joseph,  may sell shares of Common  Stock,  after at least one
year has elapsed since such shares were acquired from St. Joseph or an affiliate
of St. Joseph. The number of shares of Common Stock which may be sold within any
three-month  period  is  limited  to the  greater  of one  percent  of the  then
outstanding  shares of Common Stock or the average  weekly trading volume in the
Common Stock during the four calendar  weeks  preceding the date on which notice
of such sale was filed under Rule 144.  Certain other  requirements  of Rule 144
concerning availability of public information, manner of sale and notice of sale
must also be satisfied.  In addition,  a shareholder  who is not an affiliate of
St. Joseph (and who has not been an affiliate of St. Joseph for 90 days prior to
the sale) and who has  beneficially  owned shares acquired from St. Joseph or an
affiliate of St. Joseph for over two years may resell the shares of Common Stock
without compliance with the foregoing requirements under Rule 144.

No  predictions  can be made as to the  effect,  if any,  that  future  sales of
shares,  or the  availability of shares for future sale, will have on the market
price of the Common Stock prevailing from time to time.  Nevertheless,  sales of
substantial  amounts  of Common  Stock,  or the  perception  that such sales may
occur, could have a material adverse effect on prevailing market prices.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The following  discussion and analysis of the financial condition and results of
operations should be read in conjunction with the Financial Statements and Notes
thereto  appearing  elsewhere in this Form 10-KSB.  This discussion and analysis
contains  forward-looking  statements that involve risks and uncertainties.  Our
actual results could differ  materially from those anticipated in these forward-
looking statements as a result of certain factors including, but not limited to,
those discussed in Risk Factors following this discussion, and elsewhere in this
Report on Form 10-KSB.

General

The Company has not generated revenues since its inception, however, in December
of 2003,  St.  Joseph  acquired  Staf*Tek  Services,  Inc. and now  generates it
operating revenues exclusively from its wholly owned subsidiary,  Staf*Tek.  St.
Joseph, through its wholly owned subsidiary,  Staf*Tek, is a regional recruiting
and placement of professional  technical  personnel on a temporary and permanent
project  basis.   Staf*Tek  assists  its  clients  with  projects  that  require
specialized expertise ranging from multiple platform systems integration to end-
user  support,   including  specialists  I  programming,   networking,   systems
integration, database design and help desk support.


                                        6
<PAGE>


St.  Joseph  was  formed as a Colorado  Corporation  in March of 1999,  with the
purpose of entering the art  industry;  however,  in March of 2001,  St.  Joseph
abandoned its original  business  purpose and pursued a business  interest I the
oil and gas business.  However, that endeavor was not successful, and St. Joseph
again returned to its original business purpose. In December of 2003, St. Joseph
elected to pursue a new  business  purpose and on December 2, 2003,  St.  Joseph
entered  into an  agreement  of Exchange  and  Purchase  and Sale with  Staf*Tek
Services, Inc. ("Staf*Tek"), an Oklahoma corporation.

On January 2,  2004,  St.  Joseph  completed  the  acquisition  of  Staf*Tek  by
acquiring all of the issued and  outstanding  common  shares of Staf*Tek.  Since
inception,  Staf*Tek  has been a  leader  in the  recruiting  and  placement  of
professional  technical  personnel  on a temporary  and  permanent  basis in the
Tulsa,  Oklahoma  area.  In 1999,  Staf*Tek  was ranked  10th as one of the most
successful  businesses in the Tulsa, OK area. In 1998,  Staf*Tek had total gross
revenues of $5,373,233,  up from  $1,149,830 in 1996.  While the Company has not
reached its high,  new  management  is of the belief it can again capture 20% of
the  $30,000,000 in revenues that are generated by the industry in the Tulsa, OK
area.

The primary  reason that the revenues  have  declined  since 1998 is because its
President  and CEO passed away in 2001.  Mr.  Alan Bell was an integral  part of
Staf*Tek's operation and his death had a material detrimental effect on Staf*Tek
and its revenues.

Staf*Tek  generates  its revenue  primarily by  contracting  with its clients to
provide  its  associates.  The  clients  involved  on an  hourly  basis  for the
professional services of its associates.

Staf*Tek's Results of Operations:  Year ended December 31, 2003 versus December
31 2002.

St. Joseph,  while in existence  since March 19, 2001,  has never  generated any
revenues. St. Joseph's wholly owned subsidiary has been successful in generating
revenues since its inception, January 2, 1997.

For the year  ending  December  31,  2003,  Staf*Tek's  total  service  revenues
increased  by  $382,001 or  approximately  33%,  to  $1,550,442,  as compared to
$1,168,441 for December 31, 2002.  Net income went from a negative  $264,169 for
the year ended  December 31,  2002,  to a positive net income of $26,190 for the
year ended December 31, 2003.

Staf*Tek  attributes  its  increases  in service  revenues to positive  economic
conditions and the increase in business with its primary client,  MCI.  Staf*Tek
proposes to  increase  its sales force and to  re-establish  relationships  with
clients that have been inactive.

Material Accounting Policies

The discussion and analysis of St.  Joseph's  condition and result of operations
are based on the  consolidated  financial  statements that have been prepared in
accordance with accounting  principles  generally accepted in the United States.
The preparation of these financial statements requires estimates and assumptions
that effect the reported amounts and disclosures.


                                        7
<PAGE>


                                  RISK FACTORS

The Company's  business prospects are subject to various risks and uncertainties
that impact its business.  The most  important of these risks and  uncertainties
are as follows:

1. Limited Operating History; History of Losses

St.  Joseph was  incorporated  in the State of Colorado on March 18,  1999,  and
until it acquired  Staf*Tek  Services,  Inc., an Oklahoma  corporation,  had not
carried  on  any  significant  operations  and  was  considered  to  be  in  its
development  stage.  Accordingly,  St. Joseph has limited operating history as a
holding Company.  However, its wholly owned subsidiary  Staf*Tek,  has generated
positive  revenues since its inception,  January 2, 1997.  There is no assurance
that the Company  through the  operation  of its wholly  owned  subsidiary  will
continue to achieve profitability in the future in such a competitive market.

2. Dependence on Wholly Owned Subsidiary.

St.  Joseph has not  generated  any  revenues  since its  inception,  and in the
future,  St.  Joseph does not expect to generate any  revenues.  St. Joseph will
look to its wholly owned  subsidiary for revenues.  St. Joseph cannot predict if
Staf*Tek will continue to be successful in the future.

3. New Business Strategy.

St. Joseph has responded to losses that have been incurred  since  inception and
lack of  revenues  and has  adapted a new  business  strategy.  St.  Joseph  has
abandoned  its  pottery and  development  of art  galleries  and its oil and gas
ventures and has now entered into the  information  technology  (referred to IT)
services to a broad range of clients.  St.  Joseph  believes  that this business
endeavor can be profitable  due to the  experience and the quality of management
that St.  Joseph  has  acquired.  The market St.  Joseph is  entering  is highly
competitive  and it is likely  that  only the best  managed  and most  efficient
companies  providing  the best IT services will  economically  survive in such a
market.

4. Dependence on Key Personnel.

St. Joseph and its wholly owned subsidiary,  Staf*Tek, is dependent,  to a great
extent, on the experience,  abilities,  and combined service of John H. Simmons,
the  Company's  President  and CEO.  The loss of services of John H.  Simmons or
other key personnel,  such as Phil Archer,  could have a material adverse effect
on the Company's  business,  financial  condition or results of operations.  St.
Joseph,  currently,  does not have key man life insurance on the life of John H.
Simmons,  but expects to obtain  life  insurance  in the last  quarter of fiscal
year, 2004.

5. Business is Highly Dependent Upon the State of the Economy.

The demand for the  Staf*Tek's  temporary and permanent  staffing  services,  is
highly  dependent  upon the state of the economy and upon the staffing  needs of
the Staf*Tek's clients.  Any variation in the economic condition or unemployment
levels in the United States or in the economic  condition of the region Staf*Tek
services,  or in any specific  industry  may severely  reduce the demand for the
Company's services and thereby significantly decrease the Company's revenues and
profits.

6. Availability of Candidates.

The Company's temporary and permanent staffing services business consists of the
placement of individuals seeking temporary and permanent  employment.  There can
be no assurance that qualified  candidates for employment  will continue to seek
employment through Staf*Tek.  Qualified  candidates  generally seek temporary or
permanent  positions  through  multiple  sources,  including  Staf*Tek  and  its
competitors.  Any shortage of qualified  candidates could  materially  adversely
affect the Company's revenues.


                                        8
<PAGE>


7. Highly Competitive Business.

The temporary and permanent  staffing  services  business is highly  competitive
and,  because it is a service  business,  the  barriers  to entry are quite low.
There  are many  competitors,  some of which  have  greater  resources  than the
Company,  and new competitors are entering the market all the time. In addition,
long-term  contracts  form  a  negligible  portion  of  the  Company's  revenue.
Therefore,  there can be no  assurance  that the Company  will be able to retain
clients or market share in the future.  Nor can there be any assurance  that the
Company will, in light of competitive  pressures,  be able to remain  profitable
or, if  profitable,  maintain its current profit  margins.  If Staf*Tek fails to
compete  successfully  in this  highly  competitive  market  in  which  Staf*Tek
operates, its business,  financial condition,  and results of operations will be
materially and adversely affected.

8. Changes in Technology.

The market for IT services change rapidly because of  technological  innovation,
new product introductions,  changes in customer  requirements,  declining prices
and  evolving  industry  standards,  among other  factors.  New products and new
technology   often   render   existing   information   services  or   technology
infrastructure  obsolete,  excessively  costly or otherwise  unmarketable.  As a
result,  Staf*Tek's  success  depends  on its  ability  to timely  innovate  and
integrate new technologies into its service offerings. Staf*Tek cannot guarantee
that it will be successful in adapting and integrating new technologies into its
service offerings in a timely manner.  Thus, these changes in technologies could
adversely affect Staf*Tek competitiveness, revenues and profits.

9. MCI is Staf*Tek's Largest Client.

At the present time,  MCI is Staf*Tek's  largest  client and makes up 66% of its
business.  The loss of this  client or the  decline  in  business  could  have a
material adverse effect on the Company's revenues and profits.  MCI has recently
announced  a  decline  in  operating  results  and  other  adverse  information.
Accordingly,  any adverse  financial or operating event on MCI could also have a
material adverse effect on the Company.

ITEM 7.  FINANCIAL STATEMENTS.

St. Joseph's audited Financial Statements are attached as a Schedule.


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

None

ITEM 8A. CONTROLS AND PROCEDURES

Within  the 90 days  prior  to the date of this  report,  John H.  Simmons,  St.
Joseph's  Chief  Executive  Officer and  Kenneth L.  Johnson,  its acting  Chief
Financial  Officer,  evaluated the  effectiveness of the design and operation of
the Company's  disclosure controls and procedures pursuant to Rule 13a-15b under
the  Securities  Exchange Act of 1934.  Based on their  review of the  Company's
disclosure  controls  and  procedures,  they have  concluded  that St.  Joseph's
disclosure  controls and  procedures  are  effective in timely  alerting them to
material  information relating to the Company that is required to be included in
their periodic SEC filings.  Further,  there were no significant  changes in the
internal  controls or in other  factors  that could  significantly  affect these
controls after the evaluation date and the date of this report.


                                        9
<PAGE>


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The  following  information  sets  forth the names of the  directors,  executive
officers, promoters control persons of the Company, their present positions with
the Company, and their biographical information.

Name                                    Age         Office

John H. Simmons(1)                      51       President/CEO/Director
Kenneth L. Johnson(1)                   44       Secretary-Treasurer/Director
Bruce Schriener(1)                      49       Director
Kimberly A. Samon(1)                    36       Director
Dr. Milton S. Harbuck, D. D. S. (1)     75       Director
Jerry A. Malone(1)                      64       Director
Gerald McIlhargey(1)                    56       Director

(1) These  persons  may be deemed  "promoters"  of the  Company  as that term is
defined  under  the  Securities  Act of 1933,  as  amended,  and the  rules  and
regulations promulgated thereunder.

Executive Officers and Directors

John H. Simmons, President, C.E.O. - Mr. Simmons has been President and Chief
Executive Officer of St. Joseph, Inc. since October, 2003.  Mr. Simmons is also
an Officer and Director of Staf*Tek.  Before becoming St. Joseph's Chief
Executive Officer, Mr. Simmons served as Director of Business Development for
Lacerte Technologies, a national technologies corporation, from June 2001
through May 2003.  Prior to joining Lacerte, Mr. Simmons served as Executive
Vice-President for Seirios International, a professional employer organization,
from September1996 to August, 2000.  During his tenure with Seirios, Mr. Simmons
was appointed President and Chief Operating Officer in August, 2000 and served
in that capacity until June, 2001

Kenneth L. Johnson - Mr. Johnson has been a Director and Secretary/Treasurer
of the Company since April of 2000.  Mr. Johnson has been the Secretary/
Treasurer and Director of Staf*Tek from December of 2003, to the present.
For the past nine years, Mr. Johnson has been employed as a senior support
representative with College Bookstore Management Systems (CMBS), a division
of Nebraska Book Co., Inc.  A provider of point of sale and inventory control
computer software for the college bookstore industry.  Mr. Johnson is involved
in product development, customer support and training.

Mr. Johnson graduated from Hastings College in 1985,  earning a Bachelor of Arts
Degree in Business Administration.

Bruce E. Schreiner, CPA - Mr. Schreiner, CPA, has been a Director of the Company
since  October  of 2003.  Mr.  Screiner  has also been a  Director  of  Staf*Tek
Services,  Inc. since October,  2003, to the present. Mr. Schreiner is a partner
in the accounting firm of Schroeder & Schreiner,P.C.  He served as an Agent with
the Internal Revenue Service for over five years,  culminating in an appointment
to the Technical and Review Staff of Omaha, Nebraska, for the Nebraska District.

Mr.  Schreiner is a member of the  American  Institute  and Nebraska  Society of
Certified Public Accountants and the Grand Island Area Chamber of Commerce.  Mr.
Schreiner is currently on the Board of Directors of Sense Technologies,  Inc., a
public company.

Mr. Schreiner  graduated magna cum laude from Hastings College in 1975 earning a
Bachelor of Arts  Degree in both  Economics  and  Business  Administration  with
emphasis in accounting.


                                       10
<PAGE>


Kimberly  A. Samon - Ms.  Samon has been a Director  of St.  Joseph  since March
2004.  Ms. Samon worked with Kinko's,  Inc., a business  service  company,  from
April 2003 through  December  2003 in an executive HR position.  From April 2002
through  March 2003,  Ms. Samon worked for Lacerte  Technologies,  Inc., a human
resources  consulting,  outsourcing  and  technologies  firm.  From 1998 through
December 31, 2001, Ms. Samon worked for HQ Global  Workplaces & Office  Services
Company.

In 1996, Ms. Samon graduated from Stetson University College of Law, located
in St. Petersburg, Florida, with a JD degree.  In 1993, Ms. Samon graduated from
Mercer University's School of Business and Economics in Atlanta, Georgia. Ms.
Samon graduated from Cornell University in 1990

Dr. Milton S. Harbuck, D. D. S. - Dr. Harbuck has been a Director of the Company
since December of 2003. Dr. Harbuck has practiced dentistry at a senior level at
the  Veterans  Administration  in Little  Rock,  Arkansas for a number of years.
During the 1990's Dr.  Harbuck was  involved in Private  Practice on a part-time
basis.  Dr.  Harbuck  served as Chief of the Dental  Services for John McClellan
Veterans  Administration  Medical  Center in the late 1980's.  Dr. Harbuck is an
active member in the American  Dental  Association as well as the Arkansas State
Dental Association.

Dr. Harbuck is a graduate of the  University of Tennessee  College of Dentistry,
Memphis Tennessee.

Jerry A. Malone - Mr.  Malone has been a Director of the Company  since March of
2004. Mr. Malone is currently a consultant for a medical supply  company,  after
serving  nine years as  Executive  Vice  President  for Medquik  Supply,  Inc (a
medical sales and computer technology  company) in Ft. Lauderdale,  FL. Prior to
Medquik,  Mr.  Malone was  President  of Malone & Malone  Systems,  Inc. for ten
years.

Mr.  Malone is a graduate of  Louisiana  Tech  University  and  Louisiana  State
University.

Gerald McIlhargey - Mr. McIlhargey has been a Director of St. Joseph since March
of 2004.  Mr.  McIlhargey  has spent over 25 years in management  consulting for
public companies.  In his various management roles, Mr. McIlhargey has extensive
experience  in Marketing  and  Manufacturing  as well as the Financing of Public
Companies.  Mr.  McIlhargey  has had a key role with several  public  companies,
including International Corona Resources, Collingwood Energy, Sense Technologies
Inc. and Male Leaf Petroleum.

Mr.  McIlhargey  received a  Bachelor  of  Education  degree  from Simon  Fraser
University in British Columbia, Canada in 1972.

The  Company's  Directors  will  serve in such  capacity  until the next  annual
meeting of the  Company's  shareholders  and until  their  successors  have been
elected and  qualified.  There are no family  relationships  among the Company's
officers and directors,  nor are there any arrangements or understanding between
any of the directors or officers of the Company or any other person  pursuant to
which  any  officer  or  director  was or is to be  selected  as an  officer  or
director.  The  Directors  held eleven (11) meetings and took action eleven (11)
times by written consent during the fiscal year ended December 31, 2003.

Advisory Board

In February of 2004,  St.  Joseph's  Board of Directors  elected to establish an
Advisory  Board to advise the Board of Directors  on new  business  development,
procedures,  technologies,  new  business  practices  and  effective  businesses
practices with respect to professional employer organization. The Advisory Board
Member's biographies are as follows:


                                       11
<PAGE>


Kimberly Alexandrich, was appointed to the Advisory Board on March 23, 2004. Ms.
Alexandrich  in the past five  years  worked at  Inercore,  Inc.  and as General
Manager of Somerset Growers, Inc.

Donal Kent Ford,  was appointed to the Advisory  Board on February 3, 2004.  For
the past ten years Mr. Ford has been President of Pinnacle  Financial  Services,
Inc., a Third Party  Administrator  for Pension and Profit Sharing Plans located
in Lantana,  FL. Mr. Ford is a  Credentialed  Member of the American  Society of
Pension  Actuaries  and is  actively  involved  in the  South  Florida  Benefits
Council.

David Goler,  was appointed to the Advisory  Board on February 3, 2004.  For the
past ten years Mr. Goler has worked for  Pinnacle  Financial  Services,  Inc. as
National Marketing Director.

John  Hershenberg,  was appointed to the Advisory Board on February 3, 2004. Mr.
Hershenberg,  For the past seven years, has worked for Inercore, Inc. a national
marketing  firm  dedicated to the  marketing  support of  Professional  Employer
Organizations.

Ted Key, was  appointed to the  Advisory  Board on March 23, 2004.  For the past
seven  years  Mr.  Key  worked  with  Lincoln  Financial  Advisors  focusing  on
investment  planning  and  most  recently   Professional  Employer  Organization
division.

John K. Lucas,  was appointed to the Advisory  Board on February 3, 2004. In the
past five years Mr. Lucas has been Regional Chief Executive  Officer for Lincoln
Financial Advisors Corporation.

Maureen  O'Brien,  was appointed to the Advisory  Board on February 3, 2004. For
the past two years Ms. O'Brien has worked as Executive  Assistant to David Core,
CEO of  Pinnacle  Financial  Services,  Inc.  For seven  years prior to that Ms.
O'Brien specialized in start up ventures with Real Applications, Inc.

Brian R. Smith,  was  appointed to the Advisory  Board on February 3, 2004.  Mr.
Smith is a retired  Army  Major,  and has worked for the past seven years in the
Professional  Employers  Organization  Industry with Lincoln Financial  Advisors
Corporation.

Executive Committees

The  Company  has  established  two  executive  committees:  An audit  committee
consisting of Mr. Bruce Schreiner, Ms. Kimberly Samon and Mr. Gerald McIlhargey.
A  compensation  committee  consisting  of  Mr.  Bruce  Schreiner,   Mr.  Gerald
McIlhargey  and Dr. Milton  Harbuck.  However,  there have been no  pre-approved
policies and procedures established as of the date of this Form 10-KSB.

Promoters

The Company does not have any promoters  other than the directors or officers of
the Company.

Control Persons

Other than the  directors  or  officers  of the  Company,  which are  considered
control  persons of the Company,  Mr. David William Dean Core is the only person
holding  greater than 20% of the issued and  outstanding  shares of the Company.
(See Item 11-Security Ownership of Certain Beneficial Owners and Management)

David W. D.  Core - Mr.  Core is a  control  person  in the  Company  and is the
founder and CEO of Pinnacle Financial  Services,  Inc., which was established in
1984.  Mr.  Core is a  member  of the  International  Association  of  Financial
Planners.



                                       12
<PAGE>


Mr. Core completed his B.S./B.A.  degrees at the University of Florida, majoring
in  finance  and has  attained  the  professional  certifications  of  CERTIFIED
FINANCIAL  PLANNER(tm)  practitioner,  Certified Life  Underwriter and Chartered
Financial Consultant.

Compliance with Section 16(a) of the Securities Exchange Act of 1934.

Section 16(a) of the Securities Exchange Act of 1934 (the "34 Act") requires our
officers and  directors  and persons  owning more than ten percent of our Common
Stock to file  initial  reports of ownership  and changes in ownership  with the
Securities and Exchange Commission ("SEC"). Additionally, Item 405 of Regulation
S-B  under the 34 Act  requires  us to  identify  in our Form  10-KSB  and proxy
statement those individuals for whom one of the above referenced reports was not
filed on a timely  basis  during the most  recent  fiscal  year or prior  fiscal
years. Given these requirements, we have the following report to make under this
section: None of our officers or directors, and all persons owning more than ten
percent of its shares have filed the subject reports,  if required,  on a timely
basis during the past fiscal year.

ITEM 10. EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE

                                                            Long Term Compensation
                        Annual Compensation                 Awards                             Payouts
(a)                   (b)    (c)       (d)       (e)            (f)            (g)               (h)          (i)
Name and                                     Other Annual    Restricted      Securities         LTIP       All Other
Principal                   Salary    Bonus  Compensation   Stock Award(s)   Underlying        Payouts    Compensation
Position             Year    ($)       ($)       ($)            ($)         Options/SARs (#)     ($)          ($)
----------------     ----   -------   -----  ------------    ------------   ---------------    -------    -------------
<S>                  <C>    <C>         <C>    <C>               <C>            <C>               <C>          <C>
Hohn H. Simmons      2003   $120,000    0      $7,200(1)         0              2,000,000         0            0
President/CEO
Director

Kenneth L. Johnson   2003                                                         100,000
Secretaryy/Treasurer
Director

Bruce Schreiner      2003                                                         100,000
Director

Kimberly A Samon     2004                                                         100,000
Director

Jerry A. Malone      2004                                                         100,000
Director

Dr. Milton S.
Harbuck              2004                                                         100,000
Director

Gerald McIlhargey    2004                                                         100,000
Director

</TABLE>


(1) Mr.  Simmons is being provided by the Company a car allowance of $600.00 per
month.


The following is a summary of the options awarded to the officers, directors and
Advisory Board members.

Option Grants in Last Fiscal Year (Individual Grants)

<TABLE>
<CAPTION>

Name                 Weighted      Number of    Date Issued      Vesting Date   Exercise     Expiration Date
                     averaged      Securities                                   Price per
                     fair value    Underlying                                   share
                                     Options
<S>                  <C>           <C>          <C>              <C>            <C>          <C>
John H. Simmons         $0         2,000,000   October 28, 2003   Immediately    $0.10       October 28, 2008
Kenneth L. Johnson      $0           100,000   October 28, 2003   Immediately    $0.10       October 28, 2008
Bruce Schreiner         $0           100,000   October 28, 2003   Immediately    $0.10       October 28, 2008
Kemberely A. Samon      $0           100,000     March 23, 2004   Immediately    $0.10         March 23, 2009
Jerry A. Malone         $0           100,000     March 23, 2004   Immediately    $0.10         March 23, 2009
Dr. Milton S. Harbuck   $0           100,000  December 24, 2003   Immediately    $0.10      December 24, 2008
Gerald McIlhargey       $0           100,000     March 23, 2004   Immediately    $0.10         March 23, 2009
John K. Lucas           $0            25,000   February 3, 2004   Immediately    $0.10       February 3, 2009
Donal Kent Ford         $0            25,000   February 3, 2004   Immediately    $0.10       February 3, 2009
David Goler             $0            25,000   February 3, 2004   Immediately    $0.10       February 3, 2009
Brian R Smith           $0            25,000   February 3, 2004   Immediately    $0.10       February 3, 2009
John Hershenberg        $0            25,000   February 3, 2004   Immediately    $0.10       February 3, 2009
Ted Key                 $0            25,000     March 23, 2004   Immediately    $0.10         March 23, 2009
Kimberly Alexandrich    $0            25,000     March 23, 2004   Immediately    $0.10         March 23, 2009
Maureen O,Brien         $0            25,000   February 3, 2004   Immediately    $0.10       February 3, 2009

</TABLE>


                                       13
<PAGE>

Director Compensation

The Directors  receive no annual  compensation  other than the original  options
they received as inducement to become directors in St. Joseph; however, they are
reimbursed for out-of-pocket  expenses incurred in connection with the Company's
business.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth  information  as of the date  hereof,  based on
information  obtained  from  the  persons  named  below,  with  respect  to  the
beneficial  ownership of the Common Stock by (i) each person who is known to the
Company  to be the  beneficial  owner of more  than 5 percent  of the  Company's
Common Stock,  and (ii) each  Director and Officer,  and (iii) all Directors and
Officers of the Company, as a group:


                   Name and Address         Amount of Beneficial   Percentage
Title of Class    of Beneficial Owner(1)        Ownership (2)       of Class
--------------    -------------------       --------------------   ----------

Common Stock      John H. Simmons-President     1,125,000             25.05%
                  12 Lee Court
                  Trophy Club, TX 76262


Common Stock      David William Lee Core        1,125,000             25.05%
                  6965 N. Grande
                  Baca Raton, FL 33433

Common Stock      Kimberly A. Samon-Director      10,000               .02%
                  14595 Creek Club Drive
                  Alpharetta, GA 30004

Common Stock      Frank Davis                     250,200              5.57%
                  4903 36th St
                  Columbus, NE 68501

Common Stock      Mark Johnson                    250,000              5.57%
                  5210 East 81st, Suite 134
                  Tulsa, OK 74137

Common Stock      Tom Johnson                    250,000               5.57%
                  8914 Starlamp Lane
                  Huston, TX 77095

Common Stock      Frank Rodriguez                250,200               5.57%
                  3236 Alcott St.
                  Denver, CO 80211

Common Stock      Phyllis L. Bell                250,368               5.57%
                  113 Carter Lake Club
                  Carter Lake, Iowa 51510

Common Stock      Bruce Schreiner-Director             0                  0
                  2535 N. Carleton Ave.,
                  Suite B
                  Grand Island, NE 68802

Common Stock      Kenneth L. Johnson-Director          0                  0
                  Secretary/Treasurer
                  4335 South Street
                  Lincoln. NE 68506

Common Stock      Dr. Milton S. Harbuck, DDS           0                  0
                  Director
                  101 Fieldstone Lane
                  Sherwood, AR 75210-6544

Common Stock      Jerry A. Malone-Director             0                  0
                  3101 Esplanade Ave.
                  Shreveport, LA 71109

Common Stock      Gerald McIlhargey-Director           0                  0
                  495 Howe St., Suite 305
                  Vancouver, B.C. V6C 2T5

                  Total Officers, Directors
                  and shareholders of 5%
                  or more of St. Joseph's
                  common stock as a group      3,5210,768             78.00%
-------------     -----------------------      ----------            --------

[1]   All of the security holders listed above own options to purchase shares of
      the Company's common stock at an exercise price of $.10 per share. (See
      "Executive Compensation")
[2]   Unless otherwise  indicated,  this column reflects amounts as to which the
      beneficial owner has sole voting power and sole investment power.

                                       14
<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of the Directors or Officers of the Company,  nor any proposed  nominee for
election as a Director of the  Company,  nor any person who  beneficially  owns,
directly  or  indirectly,  shares  carrying  more than 10% of the voting  rights
attached  to all  outstanding  shares of the  Company,  nor any  promoter of the
Company,  nor any  relative  or spouse of any of the  foregoing  persons has any
material interest,  direct or indirect, in any transaction since the date of the
Company's  incorporation  or in any presently  proposed  transaction  which,  in
either case,  has or will  materially  affect the  Company.  The Company has not
entered  into  transactions  with any member of the  immediate  families  of the
foregoing persons, nor is any such transaction proposed.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

Exhibit No.               Description of Document

Item 13.  EXHIBITS AND REPORTS ON FROM 8-K


EXHIBIT NO.       DESCRIPTION OF DOCUMENT
-----------       --------------------------------------------------------------
2.1               Agreement of Share Exchange and Purchase and Sale *
3(i)              Articles of Incorporation of Pottery Connection, Inc. *
3(ii)             Amended  Articles  of Incorporation (Name change to St. Joseph
                  Energy, Inc.) *
3(iii)            Bylaws of Pottery Connection, Inc. * 3(iv) Amended Articles of
                  Incorporation (Name change to St. Joseph, Inc.) *
4.0               Specimen form of Registrant's common stock *
10.1              Exclusive  Agreement  between David Johnson-St. Joseph Energy,
                  Inc. *
10.2              St. Joseph Energy, Inc. User Agreement *
21.1              Subsidiaries of St. Joseph, Inc. *
31.1              Principal Executive Officer Certification under Section 302 of
                  the Sarbanes-Oxley Act of 2002
31.2              Principal Financial Officer Certification under Section 302 of
                  the Sarbanes-Oxley Act of 2002
32.1              Principal Executive Officer Certification under Section 906 of
                  the Sarbanes-Oxley Act of 2002
32.2              Principal Financial Officer Certification under Section 906 of
                  the Sarbanes-Oxley Act of 2002

----------
* Incorporated by reference to a previously filed exhibit or report.

(b) Reports on Form 8-K.  During the fiscal year ended December 31, 2003,  there
were no reports filed on Form 8-K:

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees: The Company's auditor is Cordovano and Honeck,  P.C., located at 201
Steele  Street,  Suite 300,  Denver,  Colorado  80206 and the Company  paid them
$10,050 in audit and review fees for the fiscal year ended  December  31,  2003,
and $8,000 for fiscal 2002.

Audit-Related  Fees:  The Company paid $890 in  audit-related  fees for 2003 and
paid $900 fees for fiscal 2002.

Tax  Fees:  The  Company  did  not pay  its  auditor  any  fees  related  to tax
compliance, tax advice, and tax planning for the fiscal years ended December 31,
2003 or 2002.

All Other Fees:  The  Company  did not pay its  auditor any fees  related to any
other products or services.


                                       15
<PAGE>


                                   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: February 11, 2005.
St. Joseph, Inc.



/S/John S. Simmons
----------------------------
John H. Simmons, President
and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been  signed  by the  following  persons  on behalf  of the  Company  in the
capacities and on the dates indicated.

Signature and Title              Date



/s/John H. Simmons               February 11, 2005
--------------------------
John H. Simmons, President,
Chief Executive Officer and
Director

/s/Kenneth L. Johnson            February 11, 2005
--------------------------
Kenneth L. Johnson,
Secretary-Treasurer and Director

/s/Jerry Malone                  February 11, 2005
--------------------------
Jerry Malone, Director

/s/Kimberly A. Samon             February 11, 2005
--------------------------
Kimberly A. Samon, Director

/s/Milton Harbuck                February 11, 2005
--------------------------
Milton Harbuck, Director

/s/Bruce Schreiner               February 11, 2005
--------------------------
Bruce Schriener, Director

/s/ Gerald McIlhargey            February 11, 2005
--------------------------
Gerald McIlhargey


<PAGE>


                                ST. JOSEPH, INC.
                       (FORMERLY ST. JOSEPH ENERGY, INC.
                          INDEX TO FINANCIAL STATEMENTS

                                                                            PAGE
                                                                           -----

Report of Independent Auditors............................................. F-2

Consolidated Balance Sheet at December 31, 2003............................ F-3

Consolidated Statements of Operations for the
      years ended December 31, 2003 and 2002............................... F-4

Consolidated Statement of Changes in Shareholders' Equity for the
      years ended December 31, 2003 and 2002............................... F-5

Consolidated Statements of Cash Flows for the
      years ended December 31, 2003 and 2002............................... F-6

Notes to Consolidated Financial Statements................................. F-7


                                       F-1
<PAGE>


                         Report of Independent Auditors


To the Board of Directors and Shareholders:
St. Joseph, Inc. (formerly St. Joseph Energy, Inc.)


We have  audited  the  consolidated  balance  sheet of St.  Joseph,  Inc.  as of
December  31,  2003,  and the related  consolidated  statements  of  operations,
changes in shareholders' equity, and cash flows for the years ended December 31,
2003 and 2002. These consolidated financial statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of St. Joseph, Inc. as
of December 31, 2003,  and the results of their  operations and their cash flows
for the years ended  December 31, 2003 and 2002, in conformity  with  accounting
principles generally accepted in the United States of America.


Cordovano and Honeck, P.C.
Denver, Colorado
March 8, 2004


                                       F-2
<PAGE>

                                ST. JOSEPH, INC.
                       (FORMERLY ST. JOSEPH ENERGY, INC.)
                           CONSOLIDATED BALANCE SHEET


                                DECEMBER 31, 2003
<TABLE>
<CAPTION>

                                     ASSETS
<S>                                                                             <C>
Current assets:
     Cash.....................................................................  $     194,519
     Marketable securities....................................................         10,276
     Accounts receivable......................................................        169,255
     Prepaid expenses.........................................................         13,595
                                                                                -------------
                     Total current assets.....................................        387,645

Property and equipment, net (Note 3)..........................................         44,892
Goodwill (Note 7).............................................................        306,149
                                                                                -------------
                                                                                $     738,686
                                                                                =============
                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued liabilities.................................  $     103,950
     Line of credit (Note 4)..................................................         75,000
     Due to former owners of subsidiary (Note 7)..............................         80,000
                                                                                -------------
                     Total current liabilities................................        258,950

Long-term debt:
     Note payable to officer (Note 2).........................................        195,000
                                                                                -------------
                     Total liabilities........................................        453,950
                                                                                -------------
Shareholders' Equity (Note 6):
     Preferred stock, $.001 par value; 25,000,000 shares authorized,
        386,208 shares issued and outstanding.................................            386
     Common stock, $.001 par value; 100,000,000 shares authorized,
        4,491,712 shares issued and outstanding...............................          4,492
     Additional paid-in capital...............................................        517,042
     Retained deficit, including $253,562 incurred during the
        development stage.....................................................       (237,184)
                                                                                -------------
                     Total shareholders' equity...............................        284,736
                                                                                -------------
                                                                                $     738,686
                                                                                =============

           See accompanying notes to consolidated financial statements
</TABLE>


                                       F-3
<PAGE>


                                ST. JOSEPH, INC.
                       (FORMERLY ST. JOSEPH ENERGY, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>


                                                                      YEARS ENDED DECEMBER 31,
                                                            -------------------------------------------
                                                                    2003                   2002
                                                            --------------------  ---------------------
<S>                                                         <C>                   <C>
Operating expenses:
     Selling, general and administrative.................   $             22,499  $              37,336
     Contributed rent (Note 2)...........................                  2,400                  2,400
     Depreciation........................................                  2,778                  3,605
     Stock-based compensation (Note 6)...................                  5,750                     --
     Gain on liability settlement........................                (20,000)                    --
     Interest expense....................................                  2,000                     --
                                                            --------------------  ---------------------
                       Loss from operations..............                (15,427)               (43,341)
                                                            --------------------  ---------------------
Income tax provision (Note 5)............................                     --                     --
                                                            --------------------  ---------------------
                       Net loss..........................   $            (15,427) $             (43,341)
                                                            ====================  =====================
Basic and diluted loss per share.........................   $              (0.01) $               (0.02)
                                                            ====================  =====================
Weighted average common shares outstanding................             3,021,420              2,717,002
                                                            ====================  =====================
</TABLE>

           See accompanying notes to consolidated financial statements


                                       F-4

<PAGE>

                                ST. JOSEPH, INC.
                       (FORMERLY ST. JOSEPH ENERGY, INC.)
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>


                                          PREFERRED STOCK         COMMON STOCK      ADDITIONAL
                                       ---------------------  --------------------    PAID-IN      RETAINED
                                         SHARES    PAR VALUE    SHARES   PAR VALUE    CAPITAL       DEFICIT        TOTAL
                                       ----------  ---------  ---------  ---------  -----------  ------------   ----------
<S>                                    <C>         <C>        <C>        <C>        <C>          <C>            <C>
Balance, January 1, 2002...............        --  $      --  2,701,720. $   2,702  $   180,618  $   (172,294)  $   11,026

June 2002, sale of common stock at
     $.25 per share (Note 6)...........        --         --     40,000         40        9,960            --       10,000
September 2002, sale of common stock
     at $.25 per share (Note 6)........        --         --      7,200          7        1,793            --        1,800
Fair value of office space contributed
     by an officer (Note 2)............        --         --         --         --        2,400            --        2,400
Net loss...............................        --         --         --         --           --       (43,341)     (43,341)
                                       ----------  ---------  ---------  ---------  -----------  ------------   ----------
Balance, December 31, 2002.............        --         --  2,748,920      2,749      194,771      (215,635)     (18,115)

October 2003, common stock issued
     in exchange for services at $.005
     per share (Note 6)................        --         --    250,000        250        1,000            --        1,250
November 2003, exercised common
     stock options (Note 6)............        --         --  1,250,000      1,250        5,000            --        6,250
December 2003, sale of common stock
     at $.50 per share (Note 6)........        --         --     20,000         20        9,980            --       10,000
Fair value of office space contributed
     by an officer (Note 2)............        --         --         --         --        2,400            --        2,400
December 2003, preferred and
     common stocks issued to acquire
     subsidiary (Note 7)...............   380,500        380    219,500        220      299,400            --      300,000
December 2003, preferred and
     common stocks issued in exchange
     for legal services (Note 6).......     5,708          6      3,292          3        4,491            --        4,500
Preferred stock dividends (Note 7).....        --         --         --         --           --        (6,122)      (6,122)
Net loss...............................        --         --         --         --           --       (15,427)     (15,427)
                                       ----------  ---------  ---------  ---------  -----------  ------------   ----------
Balance, December 31, 2003.............   386,208  $     386  4,491,712  $   4,492  $   517,042  $   (237,184)  $  284,736
                                       ==========  =========  =========  =========  ===========  ============   ==========
</TABLE>

           See accompanying notes to consolidated financial statements

                                       F-5


<PAGE>



                                ST. JOSEPH, INC.

                       (FORMERLY ST. JOSEPH ENERGY, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                   YEARS ENDED DECEMBER 31,
                                                                                  --------------------------
                                                                                      2003          2002
                                                                                  -----------    -----------
<S>                                                                               <C>            <C>
Cash flows from operating activities:
     Net loss................................................................     $   (15,427)   $   (43,341)
     Adjustments to reconcile net loss to net cash
        used by operating activities:
            Depreciation.....................................................           2,778          3,605
            Office space contributed by an officer (Note 2)..................           2,400          2,400
            Common stock issued in exchange for services.....................           5,750             --
            Gain on liability settlement.....................................         (20,000)            --
            Changes in operating assets and liabilities:
               Inventory.....................................................           1,068             --
               Accounts payable and accrued liabilities......................           2,105         29,500
                                                                                  -----------    -----------
                         Net cash used in
                              operating activities...........................         (21,326)        (7,836)
                                                                                  -----------    -----------
Cash flows from investing activities:
     Cash proceeds from subsidiary acquisition...............................         124,991             --
     Payment to acquire subsidiary...........................................        (120,000)            --
                                                                                  -----------    -----------
                         Net cash used in investing activities...............           4,991             --
                                                                                  -----------    -----------
Cash flows from financing activities:
     Proceeds from note payable to officer (Note 2)..........................         195,000             --
     Payments for preferred stock dividends..................................          (6,122)            --
     Proceeds from the sale of common stock..................................          16,250         11,800
                                                                                  -----------    -----------
                         Net cash provided by financing activities...........         205,128         11,800
                                                                                  -----------    -----------
                              Net change in cash.............................         188,793          3,964

Cash, beginning of period....................................................           5,726          1,762
                                                                                  -----------    -----------
Cash, end of period..........................................................     $   194,519    $     5,726
                                                                                  ===========    ===========
Supplemental disclosure of cash flow information:
     Income taxes............................................................     $        --    $        --
                                                                                  ===========    ===========
     Interest................................................................     $     2,000    $        --
                                                                                  ===========    ===========
Non-cash investing and financing activities:
     Stock issued to acquire subsidiary (Note 7).............................     $   300,000    $        --
                                                                                  ===========    ===========
</TABLE>

           See accompanying notes to consolidated financial statements


                                       F-6
<PAGE>


                                ST. JOSEPH, INC.
                       (FORMERLY ST. JOSEPH ENERGY, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND BASIS OF PRESENTATION

St.  Joseph,  Inc.  (formerly  St.  Joseph  Energy,  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.

The Company was  originally  organized to produce and sell pottery in all forms,
as well as  publish  and sell  other  types of  artwork  including  lithographs,
sculptures and paintings. However, in 2000, the Company invested $335,000 in two
oil and gas  properties  through  an  agreement  with LDC  Operating,  Inc.,  an
unrelated third party,  who owned the working  interests in the properties.  The
Company borrowed  $200,000 from an individual and used a portion of the proceeds
from its stock  offering to make the  investment.  In August  2001,  the Company
assigned all of its rights in the  properties to the lender in  satisfaction  of
the $200,000 debt and wrote-off  the remaining  investment as a total loss.  The
loss on the  investment,  which was  charged to  operations,  totaled  $119,500.
Thereafter, the Company returned to its original business plan.

Effective  December 31, 2003, the Company  entered into an Agreement of Exchange
and Purchase and Sale with Staf Tek Services, Inc., an Oklahoma corporation (see
Note 7).

Management  changed  the manner in which it  presents  the  Company's  operating
results and cash flows during the year ended  December 31, 2003.  Management  no
longer  considers  the Company in the  development  stage as defined by the FASB
Statement of Standards No. 7,  "Accounting  and Reporting by  Development  Stage
Enterprises."  As  a  result,   cumulative   operating  results  and  cash  flow
information is no longer  presented in the  consolidated  financial  statements.
This  change  does not  affect the  Company's  operating  results  or  financial
position.   Accordingly,  no  pro  forma  financial  information  is  necessary.
Historical information has been revised in conformity with current practice.

PRINCIPLES OF CONSOLIDATION

The  consolidated  financial  statements  for the year ended  December  31, 2003
included in this report  consolidate 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.

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
December 31, 2003.

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

ACCOUNTS RECEIVABLE

The Company's management believes all accounts receivable are fully collectible;
therefore, there is no allowance for doubtful accounts at December 31, 2003.


                                       F-7
<PAGE>


                                ST. JOSEPH, INC.
                       (FORMERLY ST. JOSEPH ENERGY, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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:

Pottery equipment................................................        5 years
Computer equipment...............................................        3 years
Other property
(signs)..........................................................       10 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.

GOODWILL

Goodwill  consists of an amount  recorded  with the  acquisition  of Staf Tek on
December  31,  2003,  $306,149.  In  accordance  with  Statements  of  Financial
Accounting  Standard  ("SFAS") No. 142,  goodwill is not amortized but is tested
for impairment at the end of each accounting period.

IMPAIRMENT AND DISPOSAL OF LONG-LIVED ASSETS

The Company  evaluates  the carrying  value of its  long-lived  assets under the
provisions  of SFAS No.  144,  "Accounting  for the  Impairment  or  Disposal of
Long-Lived Assets".  Statement No. 144 requires impairment losses to be recorded
on long-lived  assets used in  operations  when  indicators  of  impairment  are
present and 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. No  impairments  have been recorded for the years ended  December
31, 2003 and 2002.

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.  Common stock options  outstanding at December 31, 2003 were
not  included  in the  diluted  loss per  share as all  2,300,000  options  were
anti-dilutive.  Therefore,  basic and diluted  losses per share at December  31,
2003 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 future tax
return  consequences  of those  differences,  which  will  either be  taxable or
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.


                                       F-8
<PAGE>


                                ST. JOSEPH, INC.
                       (FORMERLY ST. JOSEPH ENERGY, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


STOCK-BASED COMPENSATION

The Company  accounts for  stock-based  employee  compensation  arrangements  in
accordance with Accounting  Principles Board ("APB") Opinion 25, "Accounting for
Stock Issued to Employees" and complies with the  disclosure  provisions of SFAS
No.  123,   "Accounting  for  Stock-Based   Compensation."  Under  APB  No.  25,
compensation  expense is based on the difference,  if any, on the date of grant,
between  the fair  value of the  Company's  stock and the  exercise  price.  The
Company  accounts  for stock  issued to  non-employees  in  accordance  with the
provisions  of SFAS No. 123.  SFAS 123  requires  the fair value based method of
accounting for stock issued to non-employees in exchange for services.

Companies  that  elect to use the  method  provided  in APB 25 are  required  to
disclose pro forma net income and pro forma earnings per share  information that
would have resulted from the use of the fair value based method. The Company has
elected  to  continue  to  determine  the  value  of  stock-based   compensation
arrangements  under the  provisions  of APB 25.  Pro forma  disclosures  are not
included in the accompanying  consolidated  financial statements as the employee
stock-based compensation arrangements resulted in no compensation under the fair
value method.

USE OF ESTIMATES

The  preparation of the  consolidated  financial  statements in conformity  with
generally accepted  accounting  principals 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.

YEAR-END

The Company operates on a calendar year.

NEW ACCOUNTING PRONOUNCEMENTS

Consolidation of Variable Interest Entities

In January 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Interpretation  No.  46,  "Consolidation  of  Variable  Interest  Entities",  an
interpretation of Accounting Research Bulletin No. 51,  "Consolidated  Financial
Statements". Interpretation 46 establishes accounting guidance for consolidation
of variable  interest  entities that  function to support the  activities of the
primary beneficiary.  Interpretation 46 applies to any business enterprise, both
public and private, that has a controlling interest, contractual relationship or
other  business  relationship  with a  variable  interest  entity.  The  Company
believes it has no investment in or contractual  relationship  or other business
relationship  with a variable interest entity and therefore the adoption did not
have any impact on its financial position or results of operations.  However, if
the Company enters into any such arrangement with a variable  interest entity in
the future,  its financial  position or results of  operations  may be adversely
impacted.


                                       F-9
<PAGE>


                                ST. JOSEPH, INC.
                       (FORMERLY ST. JOSEPH ENERGY, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Amendment of Statement 133 on Derivative Instruments and Hedging Activities

On April 30, 2003,  the FASB issued  Statement No. 149,  "Amendment of Statement
133 on Derivative Instruments and Hedging Activities". Statement 149 is intended
to result in more  consistent  reporting  of  contracts  as either  freestanding
derivative  instruments  subject to Statement 133 in its entirety,  or as hybrid
instruments  with debt host  contracts  and  embedded  derivative  features.  In
addition,  Statement 149  clarifies the  definition of a derivative by providing
guidance  on the  meaning of initial  net  investments  related to  derivatives.
Statement 149 is effective for contracts entered into or modified after June 30,
2003.  The Company does not believe the  adoption of  Statement  149 will have a
material effect on its financial position, results of operations or cash flows.

Financial Instruments with Characteristics of Both Liabilities and Equity

On May 15, 2003,  the FASB issued  Statement  No. 150,  "Accounting  for Certain
Financial  Instruments  with  Characteristics  of both  Liabilities and Equity".
Statement 150 establishes standards for classifying and measuring as liabilities
certain  financial  instruments  that embody  obligations of the issuer and have
characteristics  of both  liabilities  and equity.  Statement  150  represents a
significant  change in  practice  in the  accounting  for a number of  financial
instruments,  including  mandatorily  redeemable equity  instruments and certain
equity  derivatives that frequently are used in connection with share repurchase
programs. The Company currently does not use such instruments.  Statement 150 is
effective for all financial  instruments created or modified after May 31, 2003,
and to other  instruments  as of  September  1, 2003.  The  Company  has adopted
Statement  150 and does not believe the effect of adopting this  statement  will
have a material impact on its financial position,  results of operations or cash
flows.

(2) RELATED PARTY TRANSACTIONS

During  December  2003,  an officer  advanced  the Company  $195,000 for working
capital in  exchange  for a  promissory  note.  The note  carries a ten  percent
interest rate, payable quarterly, and matures on June 15, 2005.

An officer  contributed  office space to the Company for all periods  presented.
The office  space was valued at $200 per month  based on the market  rate in the
local area and is included in the accompanying consolidated financial statements
as contributed rent with a corresponding credit to contributed capital.

On March 19, 1999,  the Company sold 2,000,000  shares of its restricted  common
stock to three officers for $2,000 ($.001 per share).


                                      F-10
<PAGE>


                                ST. JOSEPH, INC.
                       (FORMERLY ST. JOSEPH ENERGY, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(3) PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31, 2003:

Pottery equipment ....................   $   7,492
Furniture and fixtures ...............      35,447
Office equipment .....................      58,295
Computer equipment ...................      41,487
Other property .......................         540
                                         ---------
          Total property and equipment     143,261
Less accumulated depreciation ........     (98,369)
                                         ---------
          Property and equipment, net    $  44,892
                                         =========

(4) LINE OF CREDIT

The  Company  has a  $100,000  line of credit  of which  $25,000  was  unused at
December  31,  2003.  The  interest  rate on the credit line was 5.15 percent at
December 31, 2003. Principal and interest payments are due monthly.

(5) INCOME TAXES

A reconciliation of U.S. statutory federal income tax rate to the effective rate
is as follows:

                                       YEARS ENDED
                                       DECEMBER 31,
                                      --------------
                                      2003      2002
                                      -----    -----
U.S. Federal statutory rate .......   15.00%   15.00%
State income tax,
   net of federal benefit .........    5.10%    3.94%
Contributed rent ..................   -3.13%   -1.05%
Net operating loss for which no tax
   benefit is currently available .   -16.97%  -17.89%
                                      -----    -----
                                       0.00%    0.00%
                                      =====    =====

At December 31, 2003, the Company's  current tax benefit  consisted of a net tax
asset of $59,439,  due to operating loss  carryforwards  of $219,662,  which was
fully  allowed  for,  in the  valuation  allowance  of  $59,439.  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, 2003 and 2002 were $2,618 and $7,752,
respectively. Net operating loss carryforwards will expire through 2023.

The valuation  allowance will be evaluated at the end of each year,  considering
positive and negative evidence about whether the asset will be realized. At that
time, the allowance will either be increased or reduced;  reduction could result
in the complete elimination of the allowance if positive evidence indicates that
the value of the deferred tax asset is no longer  impaired and the  allowance is
no longer required.

Should the Company undergo an ownership change, as defined in Section 382 of the
Internal  Revenue  Code,  the Company's  tax net  operating  loss  carryforwards
generated prior to the ownership change will be subject to an annual  limitation
which could reduce or defer the utilization of those losses.


                                      F-11
<PAGE>


                                ST. JOSEPH, INC.
                       (FORMERLY ST. JOSEPH ENERGY, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(6) SHAREHOLDERS' EQUITY

PREFERRED STOCK
The Board of Directors  is  authorized  to issue  shares of  preferred  stock in
series  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.  The Company issued 380,500  preferred shares as part of its
acquisition  of Staf Tek (see Note 7). The Company  also issued  5,708 shares of
its  preferred  stock in  exchange  for legal  services  related to the Staf Tek
acquisition. Each share of preferred stock is convertible to one share of common
stock; therefore the transaction has been valued based on contemporaneous common
stock sales at $2,854, or $.50 per share.

COMMON STOCK

During  December  2003,  the Company sold 20,000  shares of its common stock for
$.50 per share  pursuant  to the  exemptions  afforded  by  Section  4(2) of the
Securities  Act of 1933 (the  "Act"),  as amended.  The Company  received  gross
proceeds of $10,000.

During  December  2003,  the Company  issued 3,292 shares of its common stock in
exchange for legal services related to the Staf Tek acquisition. The transaction
has been valued based on  contemporaneous  common stock sales at $1,646, or $.50
per share.

During October 2003, the Company issued 250,000 shares of its common stock to an
individual in exchange for services provided to the Company. The transaction was
valued at the cost of the services  rendered as the common stock had no publicly
traded  market  value on the date of the  transaction.  The  Company  recognized
stock-based compensation expense totaling $1,250 as a result of the transaction.

During  September  2002,  the Company  sold 7,200 shares of its common stock for
$.25 per share  pursuant  to the  exemptions  afforded  by  Section  4(2) of the
Securities  Act of 1933 (the  "Act"),  as amended.  The Company  received  gross
proceeds of $1,800.

During June 2002,  the Company  sold 40,000  shares of its common stock for $.25
per share  pursuant to the  exemptions  afforded by Section 4(2) of the Act. The
Company received gross proceeds of $10,000.

During the November and December of 2000, the Company sold 600,000 shares of its
common stock for $.25 per share pursuant to the  exemptions  afforded by Section
4(2) of the Act. The Company received gross proceeds of $150,000.

During  the March and April of 1999,  the  Company  sold  101,720  shares of its
common stock for $.25 per share pursuant to the  exemptions  afforded by Section
3(b) and 4(2) of the Act and Rule 504 of  Regulation D  promulgated  thereunder.
The Company  received net proceeds of $24,720  after  deducting  offering  costs
totaling $710.

COMMON STOCK OPTIONS

During the year ended  December 31,  2003,  the Company  granted  options to its
president  to purchase  1,250,000  shares of the  Company's  common  stock at an
exercise  price of $.005 per share.  The Company's  common stock had no publicly
traded market value on the date of grant.  The weighted  average  exercise price
and weighted  average  fair value of these  options as of December 31, 2003 were
$.005 and $-0-, respectively.  During November 2003, the president exercised the
options and paid the Company $6,250.


                                      F-12
<PAGE>


                                ST. JOSEPH, INC.
                       (FORMERLY ST. JOSEPH ENERGY, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


During the year ended December 31, 2003, the Company  granted options to four of
its officers and directors to purchase  2,300,000 shares of the Company's common
stock at an exercise price of $.10 per share.  The Company's common stock had no
publicly traded market value on the date of grant. The weighted average exercise
price and weighted  average fair value of these  options as of December 31, 2003
were $.10 and $-0-,  respectively.  Directors'  options are considered  employee
options and are accounted for under APB 25.

The following schedule summarizes the changes in the Company's stock options for
the years ended December 31, 2003 and 2002:

                                   OPTIONS OUTSTANDING
                                      AND EXERCISABLE
                               ----------------------------   WEIGHTED AVERAGE
                                NUMBER OF    EXERCISE PRICE    EXERCISE PRICE
                                 SHARES        PER SHARE         PER SHARE
                               ----------    --------------   --------------
Balance at December 31, 2001           --               N/A              N/A
   Options granted .........           --               N/A              N/A
                               ----------    --------------   --------------
Balance at December 31, 2002           --               N/A              N/A
   Options granted .........    3,550,000    $.005 to  $.10   $        0.067
   Options exercised .......   (1,250,000)   $        0.005   $        0.005
                               ----------    --------------   --------------
Balance at December 31, 2003    2,300,000    $         0.10   $          0.10
                               ==========

Pro forma information regarding net income and earnings per share is required by
SFAS 123 as if the Company had accounted for its granted stock options under the
fair  value  method  of  that  Statement.   However,  the  employee  stock-based
compensation  arrangements  resulted  in no  compensation  under the fair  value
method, therefore, pro forma disclosures are not included.

(7) STAF TEK ACQUISITION

On December 2, 2003,  the Company  entered  into an  Agreement  of Exchange  and
Purchase and Sale (the "Agreement")  with Staf Tek Services,  Inc. ("Staf Tek"),
an Oklahoma corporation.  The transaction took place on December 2, 2003 and the
acquisition  closed on January  2,  2004.  However  the  consolidated  financial
statements have been prepared as if the  acquisition  took place on December 31,
2003.

Under the terms of the Agreement, the Company acquired 100 percent of the issued
and  outstanding  shares of Staf Tek's  common stock in exchange for (1) 380,500
shares of the Company's $.001 par value convertible preferred stock; (2) 219,500
shares of the Company's $.001 par value common stock;  and (3) $200,000 in cash.
The Company's  convertible  preferred stock has a yield of 6.75 percent dividend
per annum,  which is paid quarterly on a calendar basis for a period of 5 years.
The Company  paid $6,122 in preferred  stock  dividends  in December  2003.  The
convertible  preferred  stock may be converted to the Company's  common stock at
the rate of one  share of  convertible  preferred  stock for one share of common
stock at any time by the  shareholder.  The  convertible  preferred stock can be
called for  redemption  by the  Company no sooner than 2 years after the date of
issue, and only if the Company's common stock is trading on a recognized  United
States stock  exchange for a period of no less than thirty  consecutive  trading
days at a value of $5.00 or more.

As of December 31, 2003, the Company had paid $120,000 of the $200,000 cash owed
under the terms of the  Agreement.  The  remaining  $80,000 is  included  in the
accompanying  consolidated  financial  statements  as "Due to  former  owners of
subsidiary".


                                      F-13
<PAGE>


                                ST. JOSEPH, INC.
                       (FORMERLY ST. JOSEPH ENERGY, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Following  the  closing  of  the  Agreement,   Staf  Tek  became  the  Company's
wholly-owned subsidiary.

GOODWILL

The  aggregate  purchase  price was $500,000,  consisting  of 380,500  preferred
shares and 219,500  common shares of the Company  valued at $.50 per share based
on  contemporaneous  stock sales,  and cash of  $200,000.  The  following  table
summarizes  the  estimated  fair values of the assets  acquired and  liabilities
assumed at the date of acquisition:

                     DECEMBER 31, 2003
Cash.................................................   $ 124,991
Marketable securities................................      10,276
Accounts receivable..................................     169,255
Prepaid expenses.....................................      13,595
Property and equipment, net..........................      43,079
                                                        ---------
Total assets acquired................................     361,196
                                                        ---------
Accounts payable and accruals........................     (92,345)
Line of credit.......................................     (75,000)
                                                        ---------
Total liabilities assumed............................    (167,345)
                                                        ---------
Net assets acquired..................................   $ 193,851
                                                        =========

Goodwill  recognized  in the  acquisition  totaled  $306,149,  consisting of the
amount the purchase  price  ($500,000)  exceeds the fair value of the net assets
acquired ($193,851).

PRO FORMA FINANCIAL STATEMENTS


The unaudited  Pro Forma  Condensed  Statement of Operations  for the year ended
December 31, 2003 gives effect to the Agreement between the Company and Staf Tek
as if the  acquisition  occurred at the beginning of the period  presented.  The
unaudited  Pro  Forma  Condensed  Statement  of  Operations  is  based  upon the
historical  financial  statements of the Company and Staf Tek and should be read
in conjunction with the audited  financial  statements and related  footnotes of
both parties. A Pro Forma Balance Sheet has not been included as the acquisition
is reflected in the  December  31, 2003  Balance  Sheet,  which is a part of the
accompanying consolidated financial statements.


The pro forma  adjustments  and the  resulting  unaudited  Pro  Forma  Condensed
Statement of Operations have been prepared based upon available  information and
certain assumptions and estimates deemed appropriate by the Company.

The unaudited Pro Forma Condensed  Statement of Operations has been prepared for
informational purposes only and does not purport to be indicative of the results
of operations  that actually  would have  occurred if the  acquisition  had been
consummated at the beginning of the period presented. Furthermore, the unaudited
Pro Forma  Condensed  Statement of Operations  does not reflect changes that may
have occurred as the result of post-acquisition activities and other matters.


The following unaudited Pro Forma Condensed Statement of Operations gives effect
to the  acquisition  of Staf  Tek by the  Company,  which  resulted  in Staf Tek
becoming the Company's wholly-owned subsidiary:



                                      F-14
<PAGE>


                                ST. JOSEPH, INC.
                       (FORMERLY ST. JOSEPH ENERGY, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




<TABLE>
<CAPTION>

                                                 PRO FORMA CONDENSED STATEMENT OF OPERATIONS
                                                    FOR THE YEAR ENDED DECEMBER 31, 2003
                                                                       UNAUDITED

                                                                                     PRO FORMA
                                                               STAF TEK      -------------------------
                                               ST. JOSEPH      SERVICES      ADJUSTMENTS    COMBINED
                                               -----------    -----------    -----------   -----------
<S>                                            <C>            <C>            <C>           <C>
Service revenues ...........................   $        --    $ 1,550,442    $        --   $ 1,550,442
Costs of services ..........................            --      1,105,882             --     1,105,882
Operating expenses .........................        13,427        407,138          4,500 A     425,065
Interest expense ...........................         2,000         11,232         19,500 B      32,732
                                               -----------    -----------    -----------   -----------
Net income (loss) ..........................       (15,427)        26,190        (24,000       (13,237)

Preferred stock dividend requirements ......            --             --        (78,208)C     (78,208)
                                               -----------    -----------    -----------    -----------
Net income (loss) applicable to common stock   $   (15,427)   $    26,190    $  (102,208)   $   (91,445)
                                               ===========    ===========    ===========    ===========
Basic and diluted loss per common share ....   $     (0.01)   $      0.07    $     (0.09)   $     (0.03)
                                               ===========    ===========    ===========    ===========
Basic and diluted weighted average
   common shares outstanding ...............     3,021,420        380,500       (157,708)     3,244,212
                                               ===========    ===========    ===========    ===========
</TABLE>

The  following   footnotes  should  be  read  in  understanding  the  pro  forma
adjustments to the unaudited Pro Forma Condensed Statement of Operations:
      A.    Record issuance of 3,292 common shares and 5,708 preferred shares to
            an attorney for services related to the Agreement.


      B.    Record interest expense on debt acquired to finance the acquisition.
            (Based upon the $195,000 note payable to an officer at a rate of 10%
            held outstanding for the entire year.)


      C.    Record dividend  treatment related to the preferred shares issued in
            the acquisition.



                                      F-15
<PAGE>



                                                                            PAGE
                                                                            ----

Independent Auditors' Report............................................... F-17

Balance Sheet at December 30, 2003......................................... F-18

Statements of Operations from January 1, 2003 through December 30,
      2003 and for the year ended December 31, 2002........................ F-19

Statement of Changes in Shareholders' Equity from January 1, 2002
      through December 30, 2003............................................ F-20

Statements of Cash Flows from January 1, 2003 through December 30,
      2003 and for the year ended December 31, 2002........................ F-21

Notes to Financial Statements.............................................. F-22


                                      F-16
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
Staf Tek Services, Inc.:


We have audited the  accompanying  balance sheet of Staf Tek Services,  Inc. (an
S-corporation)  as  of  December  30,  2003,  and  the  related   statements  of
operations, changes in shareholders' equity, and cash flows from January 1, 2003
through  December  30,  2003 and for the year ended  December  31,  2002.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Staf Tek Services,  Inc. as of
December 30,  2003,  and the results of its  operations  and its cash flows from
January 1, 2003 through  December  30, 2003 and for the year ended  December 31,
2002 in conformity with accounting  principles  generally accepted in the United
States of America.


Cordovano and Honeck, P.C.
Denver, Colorado
March 8, 2004



                                      F-17
<PAGE>


                             STAF TEK SERVICES, INC.
                                  BALANCE SHEET

                                DECEMBER 30, 2003

                                     ASSETS

Current assets:
     Cash.......................................................  $    124,991
     Marketable securities......................................        10,276
     Accounts receivable........................................       169,255
     Prepaid expenses...........................................        13,595
                                                                  ------------
                     Total current assets.......................       318,117
Property and equipment, less accumulated
     depreciation of $115,819 (Note 3)..........................        13,079
                                                                  ------------
                                                                   $   331,196
                                                                  ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable...........................................  $     72,830
     Accrued liabilities........................................        19,515
     Line of credit (Note 4)....................................        75,000
                                                                  ------------
                     Total current liabilities..................       167,345
                                                                  ------------
Shareholders' equity:
     Common stock, $1.00 par value; 500,000 shares authorized,
        380,500 shares issued and outstanding...................       380,500
     Additional paid-in capital (Note 2)........................         6,160
     Retained deficit...........................................      (222,809)
                                                                  ------------
                     Total shareholder's equity.................       163,851
                                                                  ------------
                                                                  $    331,196
                                                                  ============

                 See accompanying notes to financial statements


                                      F-18
<PAGE>


                                      STAF TEK SERVICES, INC.
                                      STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
                                                       JANUARY 1,
                                                          2003
                                                         THROUGH         YEAR ENDED
                                                       DECEMBER 30,      DECEMBER 31,
                                                           2003              2002
                                                    ----------------    ---------------
<S>                                                 <C>                 <C>
Service revenues, net (Note 5)...................   $      1,550,442    $     1,168,441
Direct costs of services.........................          1,105,882            840,437
                                                    ----------------    ---------------
                       Gross profit..............            444,560            328,004

Selling, general and administrative expenses.....            388,063            569,182
Depreciation.....................................             17,355             27,609
Interest income..................................             (1,096)            (1,731)
Interest expense.................................             11,232              4,724
Gain on disposal of asset........................             (3,182)                --
Loss on disposal of asset (Note 2)...............              5,998             (7,611)
                                                    ----------------    ---------------
                       Net income (loss).........   $         26,190    $      (264,169)
                                                                        ===============
Basic and diluted income (loss) per share........   $           0.07    $         (0.69)
                                                    ================    ===============
Weighted average common shares outstanding.......            380,500            380,500
                                                    ================    ===============
</TABLE>

                          See accompanying notes to financial statements



                                               F-19
<PAGE>


<TABLE>
<CAPTION>
                                                     STAF TEK SERVICES, INC.
                                           STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

                                             COMMON STOCK                  ADDITIONAL
                                   ---------------------------------         PAID-IN            RETAINED
                                     SHARES              PAR VALUE           CAPITAL             DEFICIT              TOTAL
                                   ------------      ---------------    ----------------     ---------------     ----------------
<S>                                <C>               <C>                <C>                  <C>                 <C>
Balance, January 1, 2002.........       380,500      $       380,500    $             --     $        40,170     $420,670

Shareholder distributions........            --                   --                  --             (25,000)     (25,000)
Net loss.........................            --                   --                  --            (264,169)    (264,169)
                                   ------------      ---------------    ----------------     ---------------     ----------------
Balance, December 31, 2002.......       380,500              380,500                  --            (248,999)
131,501

Gain on transfer of an asset to
     a related party (Note 2)....            --                   --               6,160                  --        6,160
Net income.......................            --                   --                  --              26,190       26,190
                                   ------------      ---------------    ----------------     ---------------     ----------------
Balance, December 30, 2003.......       380,500      $       380,500    $          6,160     $      (222,809)    $163,851
                                   ============      ===============    ================     ===============     ================
</TABLE>

                 See accompanying notes to financial statements


                                      F-20
<PAGE>


                             STAF TEK SERVICES, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                            JANUARY 1,
                                                                               2003
                                                                        THROUGH YEAR ENDED
                                                                           DECEMBER 30,        DECEMBER 31,
                                                                               2003                2002
                                                                        ----------------     ---------------
<S>                                                                     <C>                  <C>
Cash flows from operating activities:
     Net income (loss)..............................................    $         26,190     $      (264,169)
     Adjustments to reconcile net loss to net cash
        (used in) provided by operating activities:

            Depreciation............................................              17,355              27,609
            Loss (gain) on disposal of assets.......................               2,816              (7,611)
            Changes in operating assets and liabilities:
               (Increase) decrease in receivables and
                  prepaid expenses..................................            (133,343)            313,999
               Increase (decrease) in accounts payable and
                  accrued liabilities...............................              78,248             (34,757)
                                                                        ----------------     ---------------
                         Net cash (used in) provided by
                              operating activities..................              (8,734)             35,071.
                                                                        ----------------     ---------------
Cash flows from investing activities:
     Purchases of equipment.........................................              (7,000)            (30,751)
     Purchase of marketable securities..............................             (10,276)                 --
     Proceeds from sale of assets...................................              33,314              39,901
                                                                        ----------------     ---------------
                         Net cash provided by
                              investing activities..................              16,038               9,150
                                                                        ----------------     ---------------
Cash flows from financing activities:
     Proceeds from line of credit...................................              24,711              84,000
     Principal payments on line of credit...........................             (11,975)            (91,736)
     Proceeds from officer loan (Note 2)............................              50,000                  --
     Principal payments on officer loan (Note 2)....................             (50,000)                 --
     Shareholder distributions......................................                  --             (25,000)
     Principal payments on note payable.............................              (1,637)            (30,652)
                                                                        ----------------     ---------------
                         Net cash provided by (used in)
                              financing activities..................              11,099             (63,388)
                                                                        ----------------     ---------------
                              Net change in cash....................              18,403             (19,167)

Cash, beginning of period...........................................             106,588             125,755
                                                                        ----------------     ---------------
Cash, end of period.................................................    $        124,991     $       106,588
                                                                        ================     ===============
Supplemental disclosure of cash flow information:
     Cash paid for income taxes.....................................    $             --     $            --
                                                                        ================     ===============
     Cash paid for interest.........................................    $         11,232     $         4,724
                                                                        ================     ===============
     Non-cash investing and financing transactions:
        Vehicle acquired for note payable...........................    $         28,052     $            --
                                                                        ================    ================
</TABLE>

                 See accompanying notes to financial statements


                                      F-21
<PAGE>


                             STAF TEK SERVICES, INC.
                          NOTES TO FINANCIAL STATEMENTS


(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND BASIS OF PRESENTATION

Staf Tek Services, Inc. (the "Company") was incorporated on January 2, 1997. The
Company  specializes  in the  recruitment  and  placement of  professional  data
processing and technical  personnel for clients on both a permanent and contract
basis.

Effective  December 31, 2003, the Company  entered into an Agreement of Exchange
and Purchase and Sale with St. Joseph,  Inc., a Colorado  corporation  (see Note
6).

BASIS OF PRESENTATION

The Company's  financial  statements  are prepared in conformity  with generally
accepted  accounting  principles  and the rules of the  Securities  and Exchange
Commission.  In the opinion of management,  all adjustments necessary for a fair
presentation of the financial position and results of operations for the periods
presented have been included.

USE OF ESTIMATES

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

REVENUE RECOGNITION

Staffing  service  revenues are recognized when the services are rendered by the
Company's contract  employees.  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.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with original  maturities of
three months or less when acquired,  to be cash equivalents.  The Company had no
cash equivalents at December 30, 2003.

ACCOUNTS RECEIVABLE

The Company's management believes all accounts receivable are fully collectible;
therefore, there is no allowance for doubtful accounts at December 30, 2003.


                                      F-22
<PAGE>


                             STAF TEK SERVICES, INC.
                          NOTES TO FINANCIAL STATEMENTS


PROPERTY, EQUIPMENT AND DEPRECIATION

Property and equipment are recorded at cost. Depreciation expense is computed on
the straight-line method over the following useful lives:

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

Upon   retirement  or  disposition  of  equipment,   the  cost  and  accumulated
depreciation  are removed from the accounts  and any  resulting  gain or loss is
reflected in operations. Repairs and maintenance costs 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 under the
provisions  of SFAS No.  144,  "Accounting  for the  Impairment  or  Disposal of
Long-Lived Assets".  Statement No. 144 requires impairment losses to be recorded
on long-lived  assets used in  operations  when  indicators  of  impairment  are
present and 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. No  impairments  have been recorded for the period ended December
30, 2003 or the year ended December 31, 2002.

INCOME TAXES

The Company, with the consent of its shareholders, elected to be taxed as an "S"
corporation  under the Internal Revenue Code. In lieu of corporate income taxes,
the shareholders of an S-corporation are taxed on their  proportionate  share of
the Company's taxable income.  Therefore,  no provision or liability for federal
or state income taxes has been included in the financial statements.

Once the Company was acquired by St. Joseph, Inc. (see Note 6), a C-corporation,
the  Company's  S-corporation  status was  terminated  and the Company  became a
C-corporation.

(2) RELATED PARTY TRANSACTIONS

During June 2003, an officer loaned the Company $50,000 for working capital. The
Company paid the officer $6,250 in interest  expense before repaying the loan in
November 2003.

During the period ended  December 30, 2003, the Company gave the title to one of
its  vehicles  to an officer as  payment  of a bonus  owed to the  officer.  The
vehicle  was  fully  depreciated  at the time of the  transaction.  Because  the
transaction  occurred  with a related  party,  the gain on the  disposal  of the
asset, $6,160, was recorded as additional paid-in capital.

During the period ended  December 30, 2003, the Company gave the title to one of
its vehicles to an officer subject to the debt associated with the vehicle.  The
Company recognized a loss on the transaction totaling $5,998.

(3) PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 30, 2003:

Furniture and fixtures.................................   $  35,447
Office equipment.......................................      58,295
Computer equipment.....................................      35,156
                                                          ---------
                                                            128,898
Less accumulated depreciation..........................    (115,819)
                                                          ---------
                                                          $  13,079
                                                          =========


                                      F-23
<PAGE>


                             STAF TEK SERVICES, INC.
                          NOTES TO FINANCIAL STATEMENTS


(4) LINE OF CREDIT

The  Company  has a  $100,000  line of credit  of which  $25,000  was  unused at
December  30,  2003.  The  interest  rate on the credit line was 5.15 percent at
December 30, 2003. Principal and interest payments are due monthly.

(5) CONCENTRATION OF CREDIT RISK

The Company conducts a significant  portion of its operations with one customer.
During the period  ended  December  30,  2003,  approximately  51 percent of the
Company's service revenues were conducted with one customer.

The Company has concentrated its credit risk for cash by maintaining deposits in
financial  institutions,  which may at times,  exceed  the  amounts  covered  by
insurance  provided by the United States Federal Deposit  Insurance  Corporation
(FDIC).  The loss that would have  resulted  from that risk  totaled  $28,630 at
December 30,  2003,  for the excess of the deposit  liabilities  reported by the
financial  institution  over the amount that would have been  covered by federal
insurance.  The  Company has not  experienced  any losses in such  accounts  and
believes it is not exposed to any significant credit risk to cash.

(6) AGREEMENT OF EXCHANGE AND PURCHASE AND SALE

On December 2, 2003,  the Company  entered  into an  Agreement  of Exchange  and
Purchase and Sale (the  "Agreement")  with St. Joseph,  Inc. ("St.  Joseph"),  a
Colorado  corporation.  The  transaction  took place on December 2, 2003 and the
acquisition  closed on January 2, 2004.  However the financial  statements  have
been prepared as if the acquisition took place on December 31, 2003.

Under the terms of the Agreement,  St. Joseph acquired 100 percent of the issued
and outstanding shares of the Company's common stock in exchange for (1) 380,500
shares of St. Joseph's $.001 par value convertible  preferred stock; (2) 219,500
shares of St.  Joseph's $.001 par value common stock;  and (3) $200,000 in cash.
The  convertible  preferred  stock of St. Joseph has a stated value of $3.00 per
share with a yield of 6.75 percent  dividend per annum,  which is paid quarterly
on a calendar basis for a period of 5 years. The convertible preferred stock may
be  converted  to St.  Joseph's  common  stock  at the  rate  of  one  share  of
convertible  preferred  stock for one  share of common  stock at any time by the
shareholder. The convertible preferred stock can be called for redemption by St.
Joseph no  sooner  than 2 years  after  the date of  issue,  and only if the St.
Joseph common stock is trading on a recognized  United States stock exchange for
a period of no less than thirty consecutive  trading days at a value of $5.00 or
more.

Following  the  closing of the  Agreement,  the  Company  became a  wholly-owned
subsidiary of St. Joseph.


                                      F-24