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



                                   FORM 10-KSB


|x|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 For the fiscal year ended December 31, 2005

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

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


<PAGE>


Issuer's revenues for its most recent fiscal year: $2,039,255

Aggregate market value of voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of the
following date specified within the past 60 days (March 27, 2006): $1,716,826

Number of shares of common stock, $.001 par value, outstanding on March 15, 2006
was 6,206,712.

                       DOCUMENTS INCORPORATED BY REFERENCE

Transitional Small Business Disclosure Format:  Yes   |_|     No   |X|


<PAGE>


                                St. Joseph, Inc.

                                   FORM 10-KSB

                                     PART I

ITEM  1. DESCRIPTION OF BUSINESS

Business

Recent Developments: Going Concern and Liquidity Problems

      Our auditors have included an explanatory paragraph in their audit opinion
and a related disclosure in Footnote 1 with respect to our consolidated
financial statements at December 31, 2005. The paragraph states that our
recurring losses from operations and resulting continued dependence on access to
external financing raise substantial doubts about our ability to continue as a
going concern. Furthermore, the factors leading to and the existence of the
explanatory paragraph may adversely affect our relationship with lenders,
customers and suppliers and have an adverse effect on our ability to obtain
financing.

      We believe our existing financing arrangements and estimated operating
cash flows will not be sufficient to fund our operations and working capital
needs for the next twelve months and there can be no assurance that we will be
able to fund our existing capital needs by securing additional funding. We will
have to obtain funds to meet our cash requirements through business alliances,
such as strategic or financial transactions with third parties, the sale of
securities or other financing arrangements, or we may be required to curtail our
operations or seek a merger partner. Any of the foregoing may be on terms that
are unfavorable to us or disadvantageous to existing stockholders. In addition,
no assurance may be given that the Company will be successful in raising
additional funds or entering into business alliances.

      See "Risk Factors," "Management's Discussion and Analysis Condition and
Results of Operations," and Footnote 1 to the Financial Statements.

(a) Business Background

St. Joseph conducts all of its business through its wholly-owned subsidiaries,
Staf*Tek Services, Inc. and Staf*Med Global, Inc.

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

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 will be paid
quarterly on a calendar basis for a period of five (5) years. The Company paid
$78,299 in preferred stock dividends during the year ended December 31, 2005.
Dividends unpaid as of December 31, 2005 totaled $0. 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 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, as of this date, the stock has not traded
at that amount.

As of December 31, 2005, the Company had paid the $200,000 cash, which was owed
under the terms of the Agreement.

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

Staf*Tek, a wholly-owned subsidiary of the Company, 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.


<PAGE>


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 December 31, 2005, Staf*Tek employed 32 professional service associates
which are presently on assignment with eight(8) clients: MCI, Modus, Comsys,
Dentsply, McCleod, SAI, Sequoyah Technologies and SUNOCO, Inc. 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 46% 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. To help
reach our goals and continue the Company's expansion, the Company hired John
Blackmon on June 14, 2004 and Karen Williams on August 16, 2004.

Before joining Staf*Tek, Mr. Blackmon was a Senior Manager of Information
Technology with MCI/WorldCom. Mr. Blackmon joined MCI/WorldCom in 1997 in the
Operations organization and was quickly moved to the IT organization where his
responsibilities included operations management, management of both technical
and support organizations, and progressing to lead the development and
implementation of all E*Commerce application solutions for the Wholesale
division of WorldCom.

Before joining Staf*Tek Karen Williams was an IT Manager of Application
Development at two major telecommunications companies. Karen has 15+ years
working in the IT arena and has both a technical and management background which
allows her to effectively work with IT management in recognizing and solving
their staffing needs. Karen brings valuable knowledge to Staf*Tek from her
previous experience in the retail, petroleum, and software development
industries.

(d) Business of Staf*Med Global, Inc.

Staf*Med Global, Inc., a Texas corporation, was formed on September 8, 2005 as a
wholly-owned subsidiary of St. Joseph. Staf*Med Global was created to service
the staffing needs of the rapidly growing healthcare industry with the same
values of Staf*Tek Services, Inc. Staf*Med offers opportunities and services to
virtually every sector of the healthcare industry. As of March 29, 2006,
Staf*Med is still in the process of acquiring a database of qualified staff and
has not yet received any income from operations.


<PAGE>


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

Supply of Professionals

Concurrent with the growth in the demand for outsourced services, Staf*Tek and
Staf*Med are of the belief, based on discussions with their 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 approximately 20,000 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 website
promotion on the Internet.

St. Joseph and its subsidiaries own several trademarks, service marks and trade
names, including the getsmartonline.com, staftek.com, stafmed.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. Once a
professional is permanently placed, he or she either becomes an employee of the
Company or the client's employee. During the temporary phase, 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
Employees.


<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

St. Joseph leases approximately 3400 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
fourth quarter of the fiscal year covered by this report.

                                     PART II

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

The Company's common stock is traded on the OTC Bulletin Board under the symbol
STJO.OB.

Prices for our stock were approved for quotation on the OTC Bulletin Board on
August 8, 2005. The following table shows the high and low bid information for
our common stock for each quarter during which prices for our common stock has
been quoted.

         QUARTER                                            LOW BID     HIGH BID

Quarter ending December 31, 2005                            $   2.80    $   3.00
Quarter ending September 30, 2005                           $   3.15    $   3.15
Quarter ending June 30, 2005                                $     --    $     --
Quarter ending March 31, 2005                               $     --    $     --


<PAGE>


The above information was obtained from the NASD. Because these are
over-the-counter market quotations, these quotations reflect inter-dealer
prices, without retail mark-up, markdown or commissions and may not represent
actual transactions.

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:

o     1% of the number of shares of common stock then outstanding (approximately
      5,830,712 shares are outstanding as of December 31, 2005); 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.

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 December 31, 2005,
there are 5,830,712 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 2,500,000 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.


<PAGE>


As of December 31, 2005, the number of holders of record was approximately 155.

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.

In December of 2005, the 100,000 shares of common stock options were exercised
by Gerald McIlhargey at a price of $0.10 per share.

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.


<PAGE>


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

Certain information contained in Management's Discussion and Analysis and in
other parts of this report may be deemed forward-looking statements regarding
events and financial trends that may affect the Company's future operating
results or financial positions. These statements may be identified by words such
as "estimate", "forecast", "project", "plan", "intend", "believe", "expect",
"anticipate", or variations or negatives thereof or by similar or comparable
words or phrases. Forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed in the statements. These risks and uncertainties include, but are not
limited to, the following: changes in levels of unemployment and other economic
conditions in the United States or in particular regions or industries;
reduction in the supply of candidates for contractual employment or the
Company's ability to attract candidates; the entry of new competitors into the
marketplace or expansion by existing competitors; the ability of the Company to
maintain existing client relationships and attract new clients in the context of
changing economic or competitive conditions; the impact of competitive
pressures, including any change in the demand for the Company's services, on the
Company's ability to maintain its margins; the possibility of the Company
incurring liability for its activities, including the activities of its
contractual employees, or for events impacting its contractual employees on
clients' premises; the possibility that adverse publicity could impact the
Company's ability to attract and retain clients and candidates; the success of
the Company in attracting, training, and retaining qualified management
personnel and other staff employees; whether governments will impose additional
regulations or licensing requirements on personnel services businesses in
particular or on employer/ employee relationships in general; whether there will
be ongoing demand for Sarbanes-Oxley or other regulatory compliance services;
and litigation relating to prior or current transactions or activities,
including litigation that may be disclosed from time to time in the Company's
SEC filings. Further information regarding these and other risks and
uncertainties is contained in Item 6., under the heading "Risk Factors." Because
long-term contracts are not a significant part of the Company's business, future
results cannot be reliably predicted by considering past trends or extrapolating
past results.

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 affect the reported amounts and disclosures.

General / Plan of Operation:

      The Company's ability to continue as a going concern is contingent upon
the successful completion of additional financing arrangements, and the
development of operational solutions to achieve and maintain profitable
operations. Management plans to finance the operating and capital requirements
of the Company through business alliances, such as strategic or financial
transactions with third parties, the sale of securities or other financing
arrangements. Amounts raised will be used for working capital purposes, to
further develop the Company's services, and to provide financing for marketing
and promotion of the Company's business. While the Company is expending its best
efforts to achieve the above plans, there is no assurance that any such activity
will generate funds that will be available for operations.

      These conditions raise substantial doubt about the Company's ability to
continue as a going concern. The Company's financial statements do not include
any adjustments related to the recoverability and classification of recorded
asset amounts or the amounts and classification of liabilities that may be
necessary should the Company be unable to continue in existence. (See "Risk
Factors" and "Financial Statements Footnote 1.")

For the year ended December 31, 2005, St. Joseph, Inc. had generated revenues of
$2,039,255, which is up from $1,557,984 for the year ended December 31, 2004.
The increase is primarily due to Staf*Tek expanding its potential client base
and the addition of a more aggressive sales campaign. For the year ending
December 31, 2005, Staf*Tek's total service revenues increased by $481,271 to
$2,039,255, as compared to $1,557,984 for December 31, 2004.

Since inception Staf*Tek has been a leader in the recruiting and the placement
of professional technical personnel on a temporary and permanent basis in the
Tulsa, Oklahoma area. Staf*Tek assists their clients with projects that require
specialized expertise ranging from multiple platform systems integration to
end-user support, including specialists in programming, networking, systems
integration, database design and help desk support.


<PAGE>


In 2004, Staf*Tek added two sales personnel and two marketing specialists in an
effort to grow the Company's business. The focus of the newly hired personnel
has been to re-establishing relationships with clients that have been inactive
since the passing of Mr. Alan Bell, its former President and CEO, in 2001. Mr.
Bell was an integral part of Staf*Tek's operation and his death had a material
detrimental effect on Staf*Tek and its revenues. In 2005 an additional sales
person was added in the Dallas/Ft. Worth area to expand into new markets.

Results of Operations:

As a direct result of our acquisition of Staf*Tek, there was a substantial
increase our revenues and gross profit for the year ended December 31, 2005 as
compared to the year ended December 31, 2004. Our wholly owned subsidiary,
Staf*Tek, generated approximately $2,039,000 in net service revenues and gross
profits of approximately $516,744 for the year ended December 31, 2005.

Our loss of approximately $325,741 for the year ended December 31, 2005, was
primarily caused by the increases in payroll, interest expense, the cost of
being public, increases in all types of corporate insurance and the
diversification into additional aspects of the staffing industry. We also
incurred preferred stock dividends, which increased the loss applicable to
common stockholders by $78,206.

Liquidity and Financial Resources:

We had a working capital deficit of $201,100 at December 31, 2005. Our working
capital improved from a working capital deficit of $217,226 at December 31,
2004 largely due to a $171,637 increase in our accounts receivable balance,
offset by a $140,050 increase in our accounts payable balance.

During the year ended December 31, 2005, we used $294,707 through our operating
activities. Our investing activities provided $2,480 through the sale of
marketable securities. Our financing activities provided cash totaling $338,128
consisting of $342,000 from the sale of 684,000 shares of our common stock,
$12,500 from exercised common stock options, $50,000 from our line of credit and
$381,400 in proceeds from the issuance of promissory notes; less $78,206 paid
for preferred stock dividends and $369,566 repaid against the promissory notes.

During the year ended December 31, 2004, we used $143,079 through our operating
activities. Our investing activities used $99,285, consisting of an $80,000
payment to acquire our subsidiary and $19,285 in fixed asset purchases. Our
financing activities provided cash totaling $62,700 consisting of $140,000 from
the sale of 280,000 shares of our common stock, $25,000 from exercised common
stock options and $75,000 from our line of credit; less $78,300 paid for
preferred stock dividends and $99,000 paid against the note payable to our
president.

Our business plan involves, in part, increasing the number of employees placed
both on a temporary and permanent basis. Such increased placement is expected to
result in increased profit to us, although it also results in increased short
term cash needs. We have utilized net revenues, the proceeds from a number of
private sales of our equity securities, the exercise of options, the issuance of
promissory notes and our line of credit to meet our working capital equirements.
We are reluctant to incur further debt and intend to rely upon net revenues and
private sales of equity securities, as well as occasional short term loans from
individuals, to meet our liquidity needs for the next 12 months.

During 2006, we expect to grow our revenues without significant increases in our
selling, general and administrative expenses, which we expect will have a
positive effect on our financial statements as compared to 2005. Our liquidity
and capital resources, as well as business prospects, are all subject to the
risks disclosed below, among others.


<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. Ability to Continue as a Going Concern

We may not be able to continue as a going concern or fund our existing capital
needs. Our auditors have included an explanatory paragraph in their audit
opinion with respect to our consolidated financial statements for the fiscal
year ended December 31, 2005. The paragraph states that our recurring losses
from operations and resulting continued dependence on external financing raise
substantial doubts about our ability to continue as a going concern. Our
existing and anticipated capital needs are significant. We believe our existing
financing arrangements and estimated operating cash flows will not be sufficient
to fund our operations and working capital needs for the next twelve months and
there can be no assurance that we will be able to fund our existing capital
needs under our existing credit facilities or otherwise secure additional
funding. In addition, changes in our operating plans, the acceleration or
modification of our existing expansion plans, lower than anticipated revenues,
increased expenses, potential acquisitions, or other events may cause us to seek
additional funding sooner than anticipated, prevent us from achieving the goals
of our business plan or expansion strategy, or prevent our newly acquired
businesses, if any, from operating profitably. If we are unable to fund our
existing capital needs through business alliances, such as strategic or
financial transactions with third parties, or are otherwise unable to secure
additional equity financing, if necessary, our business would be materially
adversely affected. See "Management's Discussion and Analysis of Financial
Condition and Results of Operation - Liquidity and Capital Resources."


      We have a history of operating losses and negative cash flow from
operations which is likely to continue for the foreseeable future. There is no
guarantee that the Company will ever be able to operate profitably. It is
important to note that the Company anticipates that it will incur losses and
negative cash flow over the next twelve (12) months. There is no guarantee that
the Company will ever operate profitably or will receive positive cash flows
from operations.


      We will need future capital and there is substantial uncertainty of
additional financing. Presently, the Company is seeking funding through business
alliances, such as strategic or financial transactions with third parties, the
sale of securities or other financing arrangements. The Company's future
liquidity and capital requirements will depend upon numerous factors, including
the costs and timing of expansion, the success of the Company's existing and new
service offerings and competing market developments. The Company's forecast of
the period of time through which its financial resources will be adequate to
support its operations is a forward-looking statement that involves risks and
uncertainties, and actual results could vary. The factors described earlier in
this paragraph will impact the Company's future capital requirements and the
adequacy of its available funds. The Company will be required to raise
additional funds through public or private financing, strategic relationships or
other arrangements. There can be no assurance that such additional funding will
be available on terms attractive to the Company, or at all. Furthermore, any
additional equity financing may be dilutive to stockholders, and debt financing,
if available, may involve restrictive covenants. Strategic arrangements, if
necessary to raise additional funds, may require the Company to relinquish
certain rights. There can be no assurance that additional financing will be
available when needed on terms favorable to the Company, if at all. The factors
leading to and the existence of the going concern paragraph may adversely affect
our relationship with lenders, customers and suppliers and have an adverse
effect on our ability to obtain financing. If adequate funds are not available
on acceptable terms, the Company may be unable to develop or enhance its
services, take advantage of future opportunities or respond to competitive
pressures or unanticipated requirements, any of which could have a material
adverse effect on the Company's business, financial condition and operating
results.

2. 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.

3. Dependence on Wholly Owned Subsidiaries

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 subsidiaries for revenues. St. Joseph cannot predict if
Staf*Tek or Staf*Med will be successful in the future.

4. Liquidity

The Company has taken steps to increase its placement of employees. However, the
placement of temporary employees requires substantial additional capital to fund
our working capital needs. When an employee is placed on a temporary basis, an
invoice is generated for the placement fee, which may not be paid for a number
of weeks. However, the employment costs are immediately incurred. Thus,
increased success by the Company in placing temporary employees in the long run
enhances the Company's revenues but in the short term decreases the Company's
liquidity resources. Accordingly, to remain viable, the Company must
substantially increase revenues, raise additional capital, increase its credit
facilities, and/or reduce its operations. In the event our plans or assumptions
change or prove to be inaccurate, or if delays increase in payment of our
placement fees, we may be required to raise additional funds through the
issuance of equity securities, in which case the percentage ownership of the
stockholders of the Company will be reduced, stockholders may experience
additional dilution, or such equity securities may have rights, preferences or
privileges senior to common stock. Further, there can be no assurance that
additional financing will be available when needed on terms favorable to the
Company or at all. If adequate funds are not available or not available on
acceptable terms, the Company may be unable to develop, enhance, and market
services, retain qualified personnel, take advantage of future opportunities,
respond to competitive pressures, or continue operations, any of which could
have a material adverse effect on the Company's business, operating results,
financial condition and liquidity.

5. Dependence on Key Personnel.

St. Joseph and its wholly owned subsidiaries are 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 John Blackmon or Karen Williams) could have a material
adverse effect on the Company's business, financial condition or results of
operations.


<PAGE>


6. Business is Highly Dependent upon the State of the Economy.

The demand for the Staf*Tek and Staf*Med 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.

7. 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. 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.

9. 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.

10. MCI is Staf*Tek's largest client.

At the present time, MCI is Staf*Tek's largest client and makes up 46% of its
revenues. The loss of this client or the decline in business would have a
material adverse effect on the Company's revenues and profits. Accordingly, any
adverse financial or operating event on MCI would also have a material adverse
effect on the Company.


<PAGE>


11. Reliance on Few Clients.

At the present time, eight of St. Joseph's clients make up 100% of its business.
The loss of any of these clients or the decline in business could have a
material adverse effect on the Company's revenues and profits.

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.

                                    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                      53       President/CEO/Director
Kenneth L. Johnson                   46       Secretary-Treasurer/Director
Bruce Schreiner                      50       Director
Kimberly A. Samon                    38       Director
Dr. Milton S. Harbuck, D. D. S.      77       Director
Jerry A. Malone                      66       Director
Gerald McIlhargey                    58       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 and Staf*Med. 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 September 1996 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.


<PAGE>


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. Schreiner 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.

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.


<PAGE>


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 two (2) meetings and took action two (2) times by
written consent during the fiscal year ended December 31, 2005.

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:

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.


<PAGE>


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.

Committees of the Board of Directors; Meetings

During the year ended December 31, 2005, the entire Board met 2 times and acted
2 times by unanimous written consent. During fiscal year 2005, no director
attended fewer than 75% of the aggregate number of meetings of the Board and
committees on which such director served.

The Board has two standing committees, the Audit Committee and the Compensation
Committee. The Board does not have a separate Nominating Committee and performs
all of the functions of that committee.

The Audit Committee.

The Audit Committee has as its primary responsibilities the appointment
of the independent auditor for the Company, the pre-approval of all audit
and non-audit services, and assistance to the Board in monitoring the integrity
of our financial statements, the independent auditor's qualifications,
independence and performance and our compliance with legal requirements. The
Audit Committee has adopted a written charter which was mailed to its
shareholders in 2005. During the year ended December 31, 2005, the Audit
Committee met one time. Bruce Schreiner, Kimberly Samon, and Gerald McIlhargey
are the current members of the Audit Committee.

The Securities and Exchange Commission ("SEC") has adopted rules to implement
certain requirements of the Sarbanes-Oxley Act of 2002 pertaining to public
company audit committees. One of the rules adopted by the SEC requires a company
to disclose whether the members of its Audit Committee are "independent". Since
we are not a "listed" company, we are not subject to rules requiring the members
of our Audit Committee to be independent. The SEC also requires a company to
disclose whether it has an "Audit Committee Financial Expert" serving on its
audit committee.

Based on its review of the applicable rules of The Nasdaq Stock Market governing
audit committee membership, the Board believes that all members of the Audit
Committee are "independent" within the meaning of such rules.


<PAGE>


Based on its review of the criteria of an Audit Committee Financial Expert under
the rule adopted by the SEC, the Board believes that one member of the Audit
Committee, Mr. Schreiner, would be described as an Audit Committee Financial
Expert. Each of the other current members have made significant contributions
and provided valuable service to St. Joseph and its stockholders as members of
the Audit Committee and the Board believes that each of them has demonstrated
that he is capable of (i) understanding generally accepted accounting principles
("GAAP") and financial statements, (ii) assessing the general application of
GAAP principles in connection with the accounting for estimates, accruals and
reserves, (iii) analyzing and evaluating our financial statements, (iv)
understanding internal controls and procedures for financial reporting, and (v)
understanding audit committee functions, all of which are attributes of an Audit
Committee Financial Expert under the rule adopted by the SEC. Given the business
experience and acumen of these individuals and their service as members of the
Audit Committee, the Board believes that each of them is qualified to carry out
all duties and responsibilities of the Audit Committee.

Compensation Committee. The Compensation Committee recommends to the Board
annual salaries for senior management and reviews all company benefit plans.
During the year ended December 31, 2005, the Compensation Committee met one time
and reviewed the compensation of all St. Joseph employees. The current members
of the Compensation Committee are Bruce Schreiner, Gerald McIlhargey, and Dr.
Milton Harbuck.

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: Kimberly Samon filed a Form 3 late and a Form 4 late disclosing sale
transactions.

Code of Ethics

St. Joseph has adopted a code of ethics that applies to its principal executive
officer, principal financial officer, principal accounting officer or
controller, and persons performing similar functions. The code of ethics can be
viewed on its website: www.stjosephinc.com.


<PAGE>


ITEM  10. EXECUTIVE COMPENSATION


SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                            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>
John H. Simmons      2005   $120,000    0      $7,200(1)         0               0                 0
President/CEO        2004   $120,000    0      $7,200(1)         0               0                 0
Director

Kenneth L. Johnson   2005                                                        0
Secretary/Treasurer  2004                                                        0
Director

Bruce Schreiner      2005                                                        0
Director             2004                                                        0

Kimberly A Samon     2005                                                        0
Director             2004                                                        100,000

Jerry A. Malone      2005                                                        0
Director             2004                                                        100,000

Dr. Milton S.
Harbuck              2005                                                        0
Director             2004                                                        75,000

Gerald McIlhargey    2005                                                        0
Director             2004                                                        0
</TABLE>


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

There were no options awarded to officers, directors, or Advisory Board members
during fiscal year 2005.

                              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.


<PAGE>


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:

<TABLE>
<CAPTION>
                                                                              AMOUNT OF BENEFICIAL
                                                                                  PERCENTAGE OF
TITLE OF CLASS                NAME AND ADDRESS OF BENEFICIAL OWNER                OWNERSHIP (1)          CLASS (2)
--------------------------    -------------------------------------------     ---------------------     ----------
<S>                           <C>                                                  <C>                    <C>
Common Stock                  John H. Simmons-President, Director and CEO          3,125,000(3)           50.3%
                              12 Lee Court
                              Trophy Club, TX 76262

Common Stock                  David William Dean Core                              1,125,000              18.1%
                              6965 N. Grande
                              Boca Raton, FL 33433

Common Stock                  Phyllis L. Bell                                        640,368(4)           10.3%
                              728 S. Norfolk Ave.
                              Tulsa, OK 74120

Common Stock                  Kimberly A. Samon-Director                             100,000(5)            1.6%
                              14595 Creek Club Drive
                              Alpharetta, GA 30004

Common Stock                  Bruce Schreiner-Director                               100,000(5)            1.6%
                              2535 N. Carleton Ave., Suite B
                              Grand Island, NE 68802

Common Stock                  Kenneth L. Johnson-Director,
                              Secretary/Treasurer                                    100,000               1.6%
                              4335 South Street
                              Lincoln, NE 68506

Common Stock                  Dr. Milton S. Harbuck, D. D. S.-Director               100,000(5)            1.6%
                              101 Fieldstone Lane
                              Sherwood, AR 75210-6544

Common Stock                  Jerry A. Malone-Director                               100,000(6)            1.6%
                              7114 Creswell Road
                              Shreveport, LA 71106-7415

Common Stock                  Gerald McIlhargey-Director                             100,000               1.6%
                              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:                                               5,490,368              88.5%
</TABLE>


--------------------

(1) Unless otherwise indicated, this column reflects amounts as to which the
beneficial owner has sole voting power and sole investment power, as well as any
securities that person or group has the right to acquire within 60 days pursuant
to options, warrants, conversion privileges or other rights.

(2) As required by Item 403 of Regulation S-B, calculated on the basis of the
amount of outstanding securities as of March 10, 2006 plus, for each person or
group, any securities that person or group has the right to acquire within 60
days pursuant to options, warrants, conversion privileges or other rights. This
percentage will be different than percentages reflected in Schedule 13D.

(3) Includes options to purchase 1,750,000 shares of the Company's common stock
at an exercise price of $.10 per share.

(4) Includes 330,000 shares that Ms. Bell has the right to acquire within 60
days through conversion of the Preferred Stock and includes 60,000 shares owned
by a trust controlled by Ms. Bell.

(5) Includes options to purchase 100,000 shares of the Company's common stock at
an exercise price of $.10 per share.

(6) Excludes 18,000 shares owned by Mr. Malone's wife for which he disclaims
beneficial ownership.

ITEM  12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During December 2003, John H. Simmons 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, 2006. During the year
ended December 31, 2004, the Company repaid $99,000 of principal and $15,562 of
interest. During the year ended December 31, 2005, Mr. Simmons advanced the
Company an additional $37,500, which the Company repaid prior to December 31,
2005. As of December 31, 2005, the Company owed $96,000 in principal and $-0- in
accrued interest on the note. Interest expense on the note totaled $9,400 for
the year ended December 31, 2005.

During the year ended December 31, 2005, on several occasions Phyllis Bell
advanced the Company amounts totaling $255,000 for working capital in exchange
for promissory notes. The Company repaid the notes and $1,918 of related
interest expense prior to December 31, 2005.


<PAGE>


Other than disclosed above, 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 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.



ITEM  14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees: The Company's auditor is Cordovano and Honeck, LLP, located at 88
Inverness Circle East, Building M, Englewood, Colorado 80112 and the Company
paid them $ 12,172.50 in audit and review fees for the fiscal year ended
December 31, 2005.

The Company paid $8,840 in audit and review fees for 2004.

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,
2005 and 2004.

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


<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: March 31, 2006.

St. Joseph, Inc.

By:  /S/  John H. 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               March 31, 2006
--------------------------
John H. Simmons, President,
Chief Executive Officer and
Director

/s/Kenneth L. Johnson            March 31, 2006
--------------------------
Kenneth L. Johnson,
Secretary-Treasurer and Director

                                 March 31, 2006
--------------------------
Jerry Malone, Director

/s/Kimberly A. Samon             March 31, 2006
--------------------------
Kimberly A. Samon, Director

/s/Milton Harbuck                March 31, 2006
--------------------------
Milton Harbuck, Director

/s/Bruce Schreiner               March 31, 2006
--------------------------
Bruce Schreiner, Director

                                 March 31, 2006
--------------------------
Gerald McIlhargey


<PAGE>



                                                                            Page

Report of Independent Registered Public Accounting Firm.................... F-2

Consolidated Balance Sheet at December 31, 2005............................ F-3

Consolidated Statements of Operations for the years ended
  December 31, 2005 and 2004.............................................   F-4

Consolidated Statement of Changes in Shareholders' Equity for the
  years ended December 31, 2005 and 2004.................................   F-5

Consolidated Statements of Cash Flows for the years ended
  December 31, 2005 and 2004.............................................   F-7

Notes to Consolidated Financial Statements...............................   F-8


                                      F-1
<PAGE>


             Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders:
St. Joseph, Inc.


We have audited the consolidated balance sheet of St. Joseph, Inc. as of
December 31, 2005, and the related consolidated statements of operations,
changes in shareholders' equity, and cash flows for the years ended December 31,
2005 and 2004. 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 the standards of the Public Company
Accounting Oversight Board (United States). 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, 2005, and the results of their operations and their cash flows
for the years ended December 31, 2005 and 2004, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has incurred recurring losses and has used significant
cash in support of its operating activities. These conditions raise substantial
doubt about the Company's ability to continue as a going concern. Further
information and management's plans in regard to this uncertainty are also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


/s/ Cordovano and Honeck LLP
Cordovano and Honeck LLP
Englewood, Colorado
March 17, 2006




                                   F-2

<PAGE>

                                ST. JOSEPH, INC.
                           Consolidated Balance Sheet


                                DECEMBER 31, 2005

                                     ASSETS

Current assets:
  Cash .....................................................   $    57,863
  Marketable securities, available-for-sale (Note 3) .......        11,092
  Accounts receivable ......................................       307,395
                                                               -----------
    Total current assets ...................................       376,350

Property and equipment, net (Note 4) .......................        22,134
Deposit ....................................................         1,230
Goodwill, less $47,624 impairment (Note 1) .................       258,525
                                                               -----------
                                                               $   658,239
                                                               ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable .........................................   $   252,434
  Accrued liabilities ......................................        17,182
  Line of credit (Note 5) ..................................       200,000
  Note payable to employee (Note 2) ........................        11,834
  Note payable to officer (Note 2) .........................        96,000
                                                               -----------
    Total current liabilities ..............................       577,450
                                                               -----------

Commitment (Note 9) ........................................            --

Shareholders' equity (Note 8):
  Preferred stock, $.001 par value, $3.00 face value;
    25,000,000 shares authorized, 386,208 shares issued
    and outstanding ........................................           386
  Common stock, $.001 par value; 100,000,000 shares
    authorized, 5,830,712 shares issued and outstanding ....         5,831
  Additional paid-in capital ...............................     1,278,003
  Accumulated other comprehensive income (loss) ............        (1,601)
  Retained deficit .........................................    (1,201,830)
                                                               -----------

    Total shareholders' equity .............................        80,789
                                                               -----------
                                                               $   658,239
                                                               ===========

                                      F-3
<PAGE>

                                ST. JOSEPH, INC.
                      Consolidated Statements of Operations

                                                         FOR THE YEAR ENDED
                                                            DECEMBER 31,
                                                       2005            2004
                                                   ------------    ------------
Service revenues, net ..........................   $  2,039,255    $  1,557,984
Direct costs of services .......................      1,522,511       1,185,163
                                                   ------------    ------------
  Gross profit .................................        516,744         372,821

Operating expenses:
  Stock-based compensation (Note 8):
    Stock options ..............................             --         242,800
    Selling, general and administrative ........        746,947         564,567
    Depreciation ...............................         20,842          21,201
                                                   ------------    ------------
      Total operating expenses .................        767,789         828,568
                                                   ------------    ------------
      Loss from operations .....................       (251,045)       (455,747)

Non-operating income:
  Interest income ..............................             10             338
  Realized gain on marketable securities .......          1,503             501
  Loss on goodwill impairment (Note 1)..........        (47,624)             --
Interest expense ...............................        (28,585)        (22,991)
                                                   ------------    ------------
      Loss before income taxes .................       (325,741)       (477,899)

Income tax provision (Note 7) ..................             --              --
                                                   ------------    ------------
      Net loss .................................       (325,741)       (477,899)

Preferred stock dividend requirements ..........        (78,206)        (78,300)

                                                   ------------    ------------
Loss applicable to common stock ................   $   (403,947)   $   (556,199)
                                                   ============    ============

Basic and diluted loss per common share ........   $      (0.08)   $      (0.12)
                                                   ============    ============
Weighted average common shares outstanding .....      5,277,353       4,676,712
                                                   ============    ============


                                      F-4
<PAGE>

                                ST. JOSEPH, INC.
           Consolidated Statements of Changes in Shareholders' Equity

<TABLE>
<CAPTION>
                                           PREFERRED STOCK              COMMON STOCK
                                      -------------------------   -------------------------
                                        SHARES       PAR VALUE      SHARES       PAR VALUE
                                      -----------   -----------   -----------   -----------
<S>                                       <C>       <C>             <C>         <C>   <C>
Balance, January 1, 2004 ..........       386,208   $       386     4,491,712   $     4,492

Sale of common stock at
  $.50 per share (Note 8) .........            --            --       280,000           280
Granted stock options (Note 8) ....            --            --            --            --
Exercised stock options (Note 2) ..            --            --       250,000           250
Preferred stock dividends (Note 8)             --            --            --            --
Comprehensive income (loss):
  Unrealized investment gains .....            --            --            --            --
  Net loss ........................            --            --            --            --
Comprehensive income (loss) .......            --            --            --            --
                                      -----------   -----------   -----------   -----------
Balance, December 31, 2004 ........       386,208           386     5,021,712         5,022

Sale of common stock at $.50 per
  share (Note 8) ..................            --            --       684,000           684
Exercised stock options (Note 8) ..            --            --       125,000           125
Preferred stock dividends (Note 8)             --            --            --            --
Comprehensive income (loss):
  Unrealized investment gains .....            --            --            --            --
  Net loss ........................            --            --            --            --
Comprehensive income (loss) .......            --            --            --            --
                                      -----------   -----------   -----------   -----------
Balance, December 31, 2005 ........       386,208   $       386     5,830,712   $     5,831
                                      ===========   ===========   ===========   ===========
</TABLE>

<TABLE>
<CAPTION>

                                                                     OTHER
                                                                 COMPREHENSIVE
                                                                 INCOME/(LOSS)
                                       ADDITIONAL                 UNREALIZED
                                        PAID-IN      RETAINED     INVESTMENT
                                        CAPITAL       DEFICIT     GAIN/(LOSS)       TOTAL
                                      -----------   -----------   -----------   -----------
<S>                                   <C>           <C>           <C>           <C>
Balance, January 1, 2004 ..........   $   517,042   $  (241,684)  $        --   $   280,236

Sale of common stock at
  $.50 per share (Note 8) .........       139,720            --            --       140,000
Granted stock options (Note 8) ....       242,800            --            --       242,800
Exercised stock options (Note 2) ..        24,750            --            --        25,000
Preferred stock dividends (Note 8)             --       (78,300)           --       (78,300)
Comprehensive income (loss):
  Unrealized investment gains .....            --            --         1,292         1,292
  Net loss ........................            --      (477,899)           --      (477,899)
Comprehensive income (loss) .......            --            --            --      (476,607)
                                      -----------   -----------   -----------   -----------
Balance, December 31, 2004 ........       924,312      (797,883)        1,292       133,129

Sale of common stock at $.50 per
  share (Note 8) ..................       341,316            --            --       342,000
Exercised stock options (Note 8) ..        12,375            --            --        12,500
Preferred stock dividends (Note 8)             --       (78,206)           --       (78,206)
Comprehensive income (loss):
  Unrealized investment gains .....            --            --        (2,893)       (2,893)
  Net loss ........................            --      (325,741)           --      (325,741)
Comprehensive income (loss) .......            --            --            --      (328,634)
                                      -----------   -----------   -----------   -----------
Balance, December 31, 2005 ........   $ 1,278,003   $(1,201,830)  $    (1,601)  $    80,789
                                      ===========   ===========   ===========   ===========
</TABLE>



                                      F-5
<PAGE>

                                ST. JOSEPH, INC.
                      Consolidated Statements of Cash Flows

                                                               FOR THE
                                                             YEARS ENDED
                                                             DECEMBER 31,
                                                         2005           2004
                                                      ----------    ----------
Cash flows from operating activities:
  Net loss ........................................   $ (325,741)   $ (477,899)
  Adjustments to reconcile net loss to net cash
   used by operating activities:
     Depreciation .................................       20,842        21,201
     Stock-based compensation .....................           --       242,800
     Gain on marketable securities ................       (1,503)         (501)
     Loss on goodwill impairment...................       47,624            --
     Changes in operating assets and liabilities:
     Accounts receivable ..........................     (171,637)       33,497
     Inventory ....................................           --            --
     Prepaid expenses .............................           --        13,595
     Deposit ......................................           --        (1,230)
     Accounts payable and accrued liabilities .....      135,708        25,458
                                                      ----------    ----------
       Net cash used in operating
         activities ...............................     (294,707)     (143,079)
                                                      ----------    ----------
Cash flows from investing activities:
   Sales of marketable securities, net ............        2,480            --
   Purchases of property and equipment ............           --       (19,285)
   Payment to acquire subsidiary ..................           --       (80,000)
                                                      ----------    ----------
       Net cash provided by (used in)
       investing activities ......                         2,480       (99,285)
                                                      ----------    ----------
Cash flows from financing activities:
   Proceeds from line of credit, net ..............       50,000        75,000
   Proceeds from note payable to related parties
    (Note 2).......................................      381,400            --
   Principal payments on notes payable (Note 2) ...     (369,566)      (99,000)
   Payments for preferred stock dividends .........      (78,206)      (78,300)
   Proceeds from exercised stock options ..........       12,500        25,000
   Proceeds from the sale of common stock .........      342,000       140,000
                                                      ----------    ----------
       Net cash provided by financing
         activities ...............................      338,128        62,700
                                                      ----------    ----------
Changes in other comprehensive income .............       (2,893)           --
                                                      ----------    ----------
       Net change in cash .........................       43,008      (179,664)

Cash, beginning of year ...........................       14,855       194,519
                                                      ----------    ----------
Cash, end of year .................................   $   57,863    $   14,855
                                                      ==========    ==========
Supplemental disclosure of cash flow information:
  Cash paid during the year for:
    Income taxes ..................................   $       --    $       --
                                                      ==========    ==========
    Interest ......................................   $   28,585    $   22,991
                                                      ==========    ==========


                                      F-6
<PAGE>


                                ST. JOSEPH, INC.
                   Notes to Consolidated Financial Statements

(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

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

Effective December 31, 2003, the Company entered into an Agreement of Exchange
and Purchase and Sale with Staf*Tek Services, Inc. ("Staf*Tek"), an Oklahoma
corporation. Staf*Tek specializes in the recruitment and placement of
professional data processing and technical personnel for clients on both a
permanent and contract basis.

Principles of Consolidation

The consolidated financial statements for the years ended December 31, 2005 and
2004 included in this report include the activities of St. Joseph, Inc. and its
wholly-owned subsidiary, Staf*Tek. All significant intercompany balances and
transactions have been eliminated in consolidation.

Going Concern

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. As shown in the accompanying
financial statements, the Company has incurred recurring losses and has used
significant cash in support of its operating activities. These factors, among
others, may indicate that the Company will be unable to continue as a going
concern.

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

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, 2005.

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


                                      F-7
<PAGE>

                                ST. JOSEPH, INC.
                   Notes to Consolidated Financial Statements

Securities Available-for-sale

The Company has evaluated its investments policies consistent with Statement of
Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," and determined that all of its
investment securities are to be classified as available-for-sale securities.
Available-for-sale securities are carried at fair value, with unrealized gains
and losses reported in shareholders' equity under the caption "Accumulated Other
Comprehensive Income/(Loss)." Realized gains and losses and declines in value
judged to be other-than-temporary on available-for-sale securities are included
in operating expenses. The cost of securities sold is based on the specific
identification method. Interest and dividends on securities classified as
available-for-sale are included in investment income.

Accounts Receivable

Accounts receivable consists of amounts due from customers related to the
Company's employee placement services. The Company considers accounts more than
30 days old to be past due. The Company uses the allowance method for
recognizing bad debts. When an account is deemed uncollectible, it is written
off against the allowance. The Company generally does not require collateral for
its accounts receivable. As of December 31, 2005, management believes no
allowance for uncollectible accounts is necessary.

Property, Equipment and Depreciation

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

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

Leasehold improvements are depreciated over the estimated useful lives of the
improvements or the term of the lease, whichever is shorter.

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 and Impairment

Goodwill consists of an amount recorded as part of 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. The Company tests its goodwill for impairment annually at the
end of each accounting period.

The Company tested its goodwill for impairment as of December 31, 2005 using the
two-step process prescribed in SFAS No.142. The first step is a screen for
potential impairment, while the second step measures the amount of the
impairment, if any. The Company performed the impairment test and determined
that there was potential impairment of the goodwill. The Company performed the
second step as of December 31, 2005 and determined that the goodwill balance of
$306,149 was impaired. An impairment loss of $47,624 is recorded in the
accompanying consolidated financial statements for the year ended December 31,
2005. The remaining goodwill balance at December 31, 2005 was $258,525.


                                      F-8
<PAGE>

                                ST. JOSEPH, INC.
                   Notes to Consolidated Financial Statements

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, 2005 and 2004.

Revenue Recognition

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

Direct Costs of Services

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

Advertising Costs

The Company expenses all advertising as incurred. The Company incurred
advertising costs totaling $8,895 and $8,467 for the years ended December 31,
2005 and 2004, respectively.

Loss Per Common Share

The Company reports earnings (loss) per share using a dual presentation of basic
and diluted earnings per share. Basic loss per share excludes the impact of
common stock equivalents. Diluted loss per share utilizes the average market
price per share when applying the treasury stock method in determining common
stock equivalents. Preferred stock and common stock options outstanding at
December 31, 2005 were not included in the diluted loss per share as all 386,208
preferred shares and all 2,500,000 options were anti-dilutive. Therefore, basic
and diluted losses per share at December 31, 2005 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.

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.


                                      F-9
<PAGE>

                                ST. JOSEPH, INC.
                   Notes to Consolidated Financial Statements

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 included
in the accompanying consolidated financial statements at Note 8.

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.

Recent Accounting Pronouncements

In May 2005, the FASB issued SFAS 154, "Accounting Changes and Error
Corrections," which replaces APB Opinion No. 20, "Accounting Changes," and
supersedes FASB Statement No. 3, "Reporting Accounting Changes in Interim
Financial Statements - an amendment of APB Opinion No. 28." SFAS 154 requires
retrospective application to prior periods' financial statements of changes in
accounting principle, unless it is impracticable to determine either the
period-specific effects or the cumulative effect of the change. When it is
impracticable to determine the period-specific effects of an accounting change
on one or more individual prior periods presented, SFAS 154 requires that the
new accounting principle be applied to the balances of assets and liabilities as
of the beginning of the earliest period for which retrospective application is
practicable and that a corresponding adjustment be made to the opening balance
of retained earnings for that period rather than being reported in an income
statement. When it is impracticable to determine the cumulative effect of
applying a change in accounting principle to all prior periods, SFAS 154
requires that the new accounting principle be applied as if it were adopted
prospectively from the earliest date practicable. SFAS 154 shall be effective
for accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005. The Company does not expect the provisions of SFAS 154
will have a significant impact on its results of operations.

In December 2004, the FASB issued SFAS 153, "Exchanges of Non-Monetary Assets,"
an amendment of APB 29. This statement amends APB 29, which is based on the
principle that exchanges of non-monetary assets should be measured at the fair
value of the assets exchanged with certain exceptions. SFAS 153 eliminates the
exception for non-monetary exchanges of similar productive assets and replaces
it with a general exception for exchanges of non-monetary assets that do not
have commercial substance. A non-monetary exchange has commercial substance if
the future cash flows of the entity are expected to change significantly as a
result of the exchange. This statement is effective for non-monetary asset
exchanges occurring in fiscal periods beginning on or after June 15, 2005. The
Company does not expect the provisions of SFAS 153 will have a significant
impact on its results of operations.


                                      F-10
<PAGE>

                                ST. JOSEPH, INC.
                   Notes to Consolidated Financial Statements

In December 2004, the FASB issued SFAS No. 123R, "Share Based Payment." SFAS
123R is a revision of SFAS No. 123, "Accounting for Stock-Based Compensation,"
and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees,"
and its related implementation guidance. SFAS 123R establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments
for goods or services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value
of the entity's equity instruments or that may be settled by the issuance of
those equity instruments. SFAS 123R focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. SFAS 123R does not change the accounting guidance for share-based
payment transactions with parties other than employees provided in SFAS 123 as
originally issued and Emerging Issues Task Force Issue No. 96-18, "Accounting
for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or
in Conjunction with Selling, Goods or Services." SFAS 123R does not address the
accounting for employee share ownership plans, which are subject to AICPA
Statement of Position 93-6, "Employers' Accounting for Employee Stock Ownership
Plans." SFAS 123R requires a public entity to measure the cost of employee
services received in exchange for an award of equity instruments based on the
grant-date fair value of the award (with limited exceptions). That cost will be
recognized over the period during which an employee is required to provide
service in exchange for the award - the requisite service period (usually the
vesting period). SFAS 123R requires that the compensation cost relating to
share-based payment transactions be recognized in financial statements. That
cost will be measured based on the fair value of the equity or liability
instruments issued. The scope of SFAS 123R includes a wide range of share-based
compensation arrangements including share options, restricted share plans,
performance-based awards, share appreciation rights, and employee share purchase
plans. Public entities (other than those filing as small business issuers) will
be required to apply SFAS 123R as of the first interim or annual reporting
period that begins after June 15, 2005. Public entities that file as small
business issuers will be required to apply SFAS 123R in the first interim or
annual reporting period that begins after December 15, 2005. The adoption of
this standard could have an effect on the Company's results of operations or
financial position, as the Company has previously reported employee stock-based
compensation under the intrinsic value method rather than the fair value method.

(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, 2006. During the year
ended December 31, 2004, the Company repaid $99,000 of principal and $15,562 of
interest. During the year ended December 31, 2005, the officer advanced the
Company an additional $37,500, which the Company repaid prior to December 31,
2005. As of December 31, 2005, the Company owed $96,000 in principal and $-0- in
accrued interest on the note. Interest expense on the note totaled $9,400 for
the year ended December 31, 2005.

During March 2005, a shareholder advanced the Company $37,000 for working
capital in exchange for a promissory note. The Company repaid the note prior to
September 30, 2005.

During the year ended December 31, 2005, a shareholder advanced the Company
$255,000 for working capital in exchange for promissory notes. The Company
repaid the notes and $1,918 of related interest expense prior to December 31,
2005.

                                      F-11
<PAGE>

                                ST. JOSEPH, INC.
                   Notes to Consolidated Financial Statements

During the year ended December 31, 2005, an employee advanced the Company
$51,900 for working capital in exchange for promissory notes. The Company repaid
$40,066 in principal prior to December 31, 2005. At December 31, 2005, the
Company owed the employee $11,834 on one promissory note that carries no
interest rate and matures on January 31, 2006.

During the year ended December 31, 2004, the Company sold 100,000 shares of its
common stock to an employee at $.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 $50,000.

During the year ended December 31, 2004, the Company paid the brother of an
officer $7,450 for the construction of leasehold improvements in the Company's
new office. The payments have capitalized to leasehold improvements, which are
included in property and equipment in the accompanying consolidated financial
statements.

(3)      MARKETABLE SECURITIES

Marketable securities consist primarily of common stock investments in public
companies, which are classified as available-for-sale and recorded at fair
value.

                                                      December 31, 2005
                                                ----------------------------
                                                 Fair Value      Cost Basis
                                                ------------    ------------
Marketable securities, available-for-sale ...   $     11,092    $     12,693
                                                ============    ============

Gains and Losses:
  Realized gains ............................   $      1,503
  Realized losses ...........................             --
                                                ------------
   Net realized gains .......................   $      1,503
                                                ============

Change in Unrealized Holding Gain/(Loss):
  Beginning balance, January 1, 2004 ........   $     (1,292)
  Unrealized holding loss ...................           (309)
  Ending balance, December 31, 2004 .........   $     (1,601)
                                                ============


                                                      December 31, 2004
                                                ---------------------------

                                                 Fair Value      Cost Basis
                                                ------------    ------------
Marketable securities, available-for-sale ...   $     12,069    $     10,777
                                                ============    ============

Gains and Losses:
  Realized gains ............................   $        855
  Realized losses ...........................           (354)
                                                ------------
  Net realized gains ........................   $        501
                                                ============

Change in Unrealized Holding Gain/(Loss):
  Beginning balance, January 1, 2004 ........   $         --
  Unrealized holding loss ...................         (1,292)
                                                ------------
  Ending balance, December 31, 2004 .........   $     (1,292)
                                                ============


                                      F-12
<PAGE>

                                ST. JOSEPH, INC.
                   Notes to Consolidated Financial Statements

(4)      PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31, 2005:

Furniture and fixtures ......................   $     35,447
Office equipment ............................         58,295
Computer equipment ..........................         65,156
Leasehold improvements ......................         19,585
                                                ------------
  Total property and equipment ..............        178,483
Less accumulated depreciation ...............       (156,349)
                                                ------------
  Property and equipment, net ...............   $     22,134
                                                ============

Depreciation expense totaled $10,842 and $11,201, respectively, for the years
ended December 31, 2005 and 2004.

(5)      LINE OF CREDIT

The Company has a $200,000 line of credit and the entire balance was unpaid and
outstanding at December 31, 2005. The interest rate on the credit line was 8.25
percent at December 31, 2005. Interest payments are due monthly. The line
matures on August 1, 2006. The line is collateralized by most all of the
Company's assets and is guaranteed by the Company's president.

(6)      CONCENTRATION OF CREDIT RISK

The Company conducts a significant portion of its operations with two customers.
During the year ended December 31, 2005, approximately 87.8 percent of the
Company's service revenues were conducted with two customers. During the year
ended December 31, 2004, approximately 78.8 percent of the Company's service
revenues were conducted with one customer.

(7)      INCOME TAXES

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

                                                       Years Ended
                                                       December 31,
                                                 --------------------
                                                   2005         2004
                                                 --------    --------
U.S. Federal statutory rate .................      33.36%      34.00%
State income tax, net of federal benefit ....       4.00%       3.96%
Permanent book-to-tax differences ...........      -1.15%      -0.11%
Net operating loss for which no tax
  benefit is currently available ............     -36.21%     -37.85%
                                                 --------    --------
                                                    0.00%       0.00%
                                                 ========    ========


At December 31, 2005, the Company's current tax benefit consisted of a net tax
asset of $357,506, due to operating loss carryforwards of approximately
$1,016,217, which was fully allowed for, in the valuation allowance of $357,506.
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, 2005 and 2004 were
$117,945 and $179,057, respectively. Net operating loss carryforwards will
expire through 2025.


                                      F-13
<PAGE>

                                ST. JOSEPH, INC.
                   Notes to Consolidated Financial Statements

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.

(8)      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. In December 2003, the Company issued 380,500 preferred
shares as part of its acquisition of Staf*Tek. 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. In addition, the preferred shares earn a 6.75% dividend,
payable quarterly for a period of five years, based on a stated value of $3.00
per share. The Company paid $78,206 in preferred stock dividends during the year
ended December 31, 2005.

Common Stock

During the year ended December 31, 2005, the Company sold 684,000 shares of its
common stock at $.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 $342,000.

During the year ended December 31, 2004, the Company sold 180,000 shares of its
common stock at $.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 $90,000.

Common Stock Options Granted to Employees

During the three months ended March 31, 2004, the Company granted options to
three members of its board of Directors to purchase 300,000 shares of the
Company's common stock at an exercise price of $.10 per share. The options
vested on the date of grant. The Company's common stock had no publicly traded
market value on the date of grant; however the stock did have a fair value of
$.50 per share based on contemporaneous stock sales to unrelated third parties.
The weighted average exercise price and weighted average fair value of these
options on the date of grant were $.10 and $.50, respectively. Directors'
options are considered employee options and are accounted for under APB 25.
Stock-based compensation totaling $120,000 has been recognized in the
accompanying consolidated financial statements related to these options.

During the three months ended March 31, 2004, the Company granted options to
four employees to purchase 100,000 shares of the Company's common stock at an
exercise price of $.10 per share. The options vested on the date of grant. The
Company's common stock had no publicly traded market value on the date of grant;
however the stock did have a fair value of $.50 per share based on
contemporaneous stock sales to unrelated third parties. The weighted average
exercise price and weighted average fair value of these options on the date of
grant were $.10 and $.50, respectively. The employee options and are accounted
for under APB 25. Stock-based compensation totaling $40,000 has been recognized
in the accompanying consolidated financial statements related to these options.


                                      F-14
<PAGE>

                                ST. JOSEPH, INC.
                   Notes to Consolidated Financial Statements

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. The fair value for the options granted
during the year ended December 31, 2004 was estimated at the date of grant using
the Black-Scholes option-pricing model with the following assumptions:

        Risk-free interest rate..........................       3.00%
        Dividend yield...................................       0.00%
        Volatility factor................................       0.00%
        Weighted average expected life...................     5 years

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

Had compensation expense been recorded based on the fair value at the grant
date, and charged to expense over vesting periods, consistent with the
provisions of SFAS 123, the Company's net loss and net loss per share would have
increased to the pro forma amounts indicated below:

                                                         December 31,
                                                ----------------------------
                                                    2005            2004
                                                ------------    ------------
Net loss-common shareholders, as reported ...   $   (356,323)   $   (556,199)
  Decrease due to:
    Employee stock options ..................             --          (5,600)
                                                ------------    ------------
Pro forma net loss ..........................   $   (356,323)       (561,799)
                                                ============    ============

As reported:
  Net loss per share - basic and diluted ....   $      (0.07)          (0.12)
                                                ============    ============
Pro Forma:
  Net loss per share - basic and diluted ....   $      (0.07)          (0.12)
                                                ============    ============

Options Granted to Non-employees

During the three months ended March 31, 2004, the Company granted options to
eight members of its Advisory Board to purchase 200,000 shares of the Company's
common stock at an exercise price of $.10 per share. The options vested on the
date of grant. The Advisory Board options are not considered employee options
and are accounted for SFAS 123. Stock-based compensation totaling $82,800 has
been recognized in the accompanying condensed consolidated financial statements
related to these options.


                                      F-15
<PAGE>

                                ST. JOSEPH, INC.
                   Notes to Consolidated Financial Statements

Summary

The following schedule summarizes the changes in the Company's stock options for
the years ended December 31, 2005 and 2004:

                                           Options
                                 Outstanding and Exercisable
                                ----------------------------  Weighted Average
                                Number of    Exercise Price    Exercise Price
                                 Shares        Per Share          Per Share
                               ----------    --------------   ----------------
Balance at December 31, 2003    2,300,000    $         0.10   $           0.10
  Options granted ..........      600,000    $         0.10               0.10
  Options exercised ........     (250,000)   $         0.10               0.10
  Options expired/cancelled       (25,000)   $         0.10               0.10
                               ----------    --------------   ----------------

Balance at December 31, 2004    2,625,000    $         0.10               0.10
  Options granted ..........           --    $         0.10               0.10
  Options exercised ........     (125,000)   $         0.10               0.10
  Options expired/cancelled            --    $         0.10               0.10
                               ----------    --------------   ----------------

Balance at December 31, 2005    2,500,000    $         0.10   $           0.10
                               ==========    ==============   ================

(9)      OFFICE LEASE

The Company has entered into a noncancellable lease agreement for its corporate
office space. The lease commenced May 1, 2004 and expires April 30, 2007. Future
minimum lease payments under the leases are as follows:

December 31,
  2006..................................        $   46,438
  2007..................................        $   15,479
                                                ----------
                                                $   61,917
                                                ==========

Rent expense for the years ended December 31, 2005 and 2004 totaled $50,353 and
$29,316, respectively.



                                      F-16