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



                                   FORM 10-KSB

                                Amendment No. 1

[x]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 For the fiscal year ended December 31, 2004

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 For the transition period from _____________ to _____________

Commission file number: 0-49936

                                ST. JOSEPH, INC.
                            ------------------------
                 (Name of small business issuer in its charter)

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

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

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

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

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

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

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

                Yes    [X]                        No [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

Issuer's revenues for its most recent fiscal year: $1,554,771

Aggregate market value of voting stock held by non-affiliates of the issuer as
of: 12/31/2004:  $57,245.00

Number of shares of common stock, $.001 par value, outstanding on
12/31/04 was 5,021,712

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

                             St. Joseph Energy, Inc.

                                   FORM 10-KSB
                                TABLE OF CONTENTS

                                     PART I
                                      PAGE

ITEM 1.  DESCRIPTION OF BUSINESS                                              1

ITEM 2.  DESCRIPTION OF PROPERTY                                              4

ITEM 3.  LEGAL PROCEEDINGS                                                    4

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

                                     PART II

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

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

ITEM 7.  FINANCIAL STATEMENTS                                                 9

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

ITEM 8A. CONTROLS AND PROCEDURES                                              9

                                    PART III

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

ITEM 10. EXECUTIVE COMPENSATION                                              13

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      15

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

ITEM 14.  CONTROLS AND PROCEDURES                                            15


                                       ii
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Business

(a) Business Background

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

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

(b) Business of St. Joseph

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

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

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

Pursuant to the terms of the Agreement, the Company acquired 100 percent of the
issued and outstanding shares of Staf*Tek's common stock in exchange for (1)
380,500 shares of the Company's $.001 par value convertible preferred stock; (2)
219,500 shares of the Company's $.001 par value common stock; and (3) $200,000
in cash. The Company's convertible preferred stock has a face value of $3.00 per
share with a yield of 6.75 percent dividend per annum, which 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, 2004.
Dividends unpaid as of December 31, 2004 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, there is no publicly
trading market.
<PAGE>

As of December 31, 2004, the Company had paid the $200,000 cash, which was owed
under the terms of the Agreement.

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

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

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

As of December 31, 2004, Staf*Tek employed 16 professional service associates
which are presently on assignment with two (2) clients: MCI 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 91% 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 tap this
market, the Company brought on John Blackmon on June 14, 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. In addition, Mr. Blackmon was heavily involved in the
management of outsourced application development projects, as well as managing
these vendors through the project life cycle. He previously worked in the
personal computer industry with responsibility for the product development,
manufacturing, as well as managing off shore vendors for product development and
manufacturing.

Staf*Tek currently has 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.


                                       2
<PAGE>

Supply of Professionals

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

*     more flexible hours and work arrangements, coupled with competitive wages
      and benefits; and

*     challenging engagements that advance their careers, develop their skills
      and add to their experience.

*     the Company maintains its own database of 15,000 trained independent
      contract professionals. Once a professional is placed, he or she either
      becomes an employee of the Company or the client's employee.

Marketing and Recruiting

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

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

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

Competition

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

Temporary employees placed by the Company are, in fact, the Company's employees
for all purposes while they are working on assignments. 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.


                                        3
<PAGE>

Reports to security holders

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

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

ITEM 2.  DESCRIPTION OF PROPERTY

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

ITEM 3.  LEGAL PROCEEDINGS

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

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

No matter was submitted to a vote of the Company's shareholders during the
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

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

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

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


                                        4
<PAGE>

o     1% of the number of shares of common stock then outstanding (approximately
      5,021,712 shares are outstanding as of December 31, 2004); or

o     the average weekly trading volume of the common stock during the four
      calendar weeks preceding the filing with the SEC of a notice on the SEC's
      Form 144 with respect to such sale (shares of St. Joseph are not trading
      as of December 31, 2004).

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

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

The authorized capital of the Company is One Hundred Million (100,000,000)
common shares with a par value of $0.001 per share. As of December 31, 2004,
there are 5,021,712 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 2,650,000 outstanding options or warrants to purchase shares, and
386,208 securities convertible into, shares of the Company's Common Stock. The
options may be converted into common shares at an exercise price of $0.10 per
share and the preferred shares may be converted into common shares on a one for
one basis.

As of December 31, 2004, the number of holders of record was approximately 105.

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

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

In November 2004, the Company sold 40,000 shares of its Common Stock to Phyllis
Bell for $20,000, or $0.50 per share.


                                        5
<PAGE>

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

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

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

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.



                                       6
<PAGE>

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:

For the year ended December 31, 2004, St. Joseph, Inc. had generated revenues of
$1,554,771, which is up from ($0) for the year ended December 31, 2003. The
increase is due to the acquisition of Staf*Tek Services, Inc. On January 2,
2004, we completed the acquisition of Staf*Tek by acquiring all of the issued
and outstanding common shares of Staf*Tek. For the year ending December 31,
2004, Staf*Tek's total service revenues increased by $4,329 to $1,554,771, as
compared to $1,550,442 for December 31, 2003.

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.

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.

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, 2004 as
compared to the year ended December 31, 2003. Our wholly owned subsidiary,
Staf*Tek, generated approximately $1,558,000 in net service revenues and gross
profits of approximately $373,000 for the year ended December 31, 2004. We did
not generated any revenues or profits prior to our acquisition of Staf*Tek.

Our loss of approximately $478,000 for the year ended December 31, 2004, was
primarily caused by increases in payroll, interest expense and $242,800 of
stock-based compensation related to the issuance of common stock options. We
issued options to three (3) members of our Board of Directors to purchase
300,000 shares of our common stock, with a recognized value of $120,000; the
issuance of common stock options to eight (8) members of our Advisory Board to
purchase an aggregate amount of 200,000 shares of our common stock, with a
recognized value of $82,800, in addition to our issuance of common stock options
to four (4) employees, to purchase 100,000 shares of our common stock carrying a
recognized value of $40,000. We also incurred preferred stock dividends, which
increased the loss applicable to common stockholders by $78,300.

We did not acquire Staf*Tek until December 2003; however, in an attempt to
provide a better understanding of our operating results, we have included an
analysis that compares Staf*Tek's operating results for the years ended December
31, 2004 and 2003:

<TABLE>
<CAPTION>
For the Years Ended December 31,
---------------------------
Account                                   2004             2003           Variance
                                      ------------     ------------     ------------
<S>                                   <C>              <C>              <C>
Service revenues                      $  1,557,984     $  1,550,442     $      7,542
Cost of services                        (1,185,163)      (1,105,882)         (79,281)
                                      ------------     ------------     ------------
Gross profit                               372,821          444,560          (71,739)

Gross profit percentage                      23.93%           28.67%          -4.74%

Stock-based compensation                  (242,800)              --         (242,800)
Selling, general and administration       (564,567)        (388,063)        (176,504)
Depreciation                               (21,201)         (17,355)          (3,846)
Interest expense                           (22,991)         (11,232)         (11,759)
Other income (expense)                         839           (1,720)           2,559
                                      ------------     ------------     ------------

Net income (loss)                     $   (477,899)    $     26,190     $   (504,089)
                                      ============     ============     ============
</TABLE>

Liquidity and Financial Resources:

We had a working capital deficit of $217,226 at December 31, 2004. Our working
capital decreased from a working capital balance of $128,695 at December 31,
2003, largely due to (1) the change in our note payable from long-term to
current liabilities, (2) a $75,000 increase in our line of credit, and (3) a
$179,664 decrease in our cash balance.

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, and our line of
credit to meet our working capital requirements. We are reluctant to incur
further debt and intend to rely upon net revenues and private sales of equity
securities to meet our liquidity needs for the next 12 months.

During 2005, we expect no material increase in payroll and no stock-based
compensation, which we expect will have a positive effect on our financial
statements as compared to 2004. Our liquidity and capital resources, as well as
business prospects, are all subject to the risks disclosed below, among others.


                                       7
<PAGE>

                                  RISK FACTORS

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

1. Limited Operating History; History of Losses

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

2. Dependence on Wholly Owned Subsidiary.

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

3. 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.

4. Dependence on Key Personnel.

St. Joseph and its wholly owned subsidiary, Staf*Tek, is dependent, to a great
extent, on the experience, abilities, and combined service of John H. Simmons,
the Company's President and CEO. The loss of services of John H. Simmons or
other key personnel (such as John Blackmon or Karen Williams) could have a
material adverse effect on the Company's business, financial condition or
results of operations. An application for key man life insurance has been made
to insure the life of John H. Simmons, but as of December 31, 2004 had not yet
been issued.


                                       9
<PAGE>

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

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

6. Availability of Candidates.

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

7. Highly Competitive Business.

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

8. Changes in Technology.

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

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

At the present time, MCI is Staf*Tek's largest client and makes up 91% 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. MCI has recently


                                       10
<PAGE>

announced a decline in operating results and other adverse information. Further,
other companies are attempting to acquire MCI and its business operations.
Accordingly, any adverse financial or operating event on MCI would also have a
material adverse effect on the Company and, if MCI were to be acquired by
another company, there is no assurance that the acquirer would continue to use
our services.

10. Reliance on Few Clients.

At the present time, two 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.


                                       11
<PAGE>

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.


                                       12
<PAGE>

                                    PART III

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

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

NAME                                AGE                  OFFICE
-------------------------------- -----------  ------------------------------
John H. Simmons                      52       President/CEO/Director
Kenneth L. Johnson                   45       Secretary-Treasurer/Director
Bruce Schreiner                      49       Director
Kimberly A. Samon                    37       Director
Dr. Milton S. Harbuck, D. D. S.      76       Director
Jerry A. Malone                      65       Director
Gerald McIlhargey                    57       Director

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

Executive Officers and Directors

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

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

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

Bruce E. Schreiner, CPA - Mr. Schreiner, CPA, has been a Director of the Company
since October of 2003. Mr. 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.


                                       13
<PAGE>

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

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

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

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

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

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

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

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

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

Advisory Board

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


                                       14
<PAGE>

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

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

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

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

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

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

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

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

Committees of the Board of Directors; Meetings

During the year ended December 31, 2004, the entire Board met 7 times and acted
 7 times by unanimous written consent. During fiscal 2004, 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 not yet adopted a written charter but intends to do so prior
to the mailing of proxy statements in 2005. During the year ended December 31,
2004, 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 National Market
governing audit committee membership, the Board believes that all members of the
Audit Committee are "independent" within the meaning of such rules.

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, 2004, the Compensation Committee had no
formal meetings, instead the full Board performed these functions. The current
members of the Compensation Committee are Bruce Schreiner, Gerald McIlhargey,
and Dr. Milton Harbuck.

Control Persons

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

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


                                       15
<PAGE>

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

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

Section 16(a) of the Securities Exchange Act of 1934 (the "34 Act") requires our
officers and directors and persons owning more than ten percent of our Common
Stock to file initial reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC"). Additionally, Item 405 of Regulation
S-B under the 34 Act requires us to identify in our Form 10-KSB and proxy
statement those individuals for whom one of the above referenced reports was not
filed on a timely basis during the most recent fiscal year or prior fiscal
years. Given these requirements, we have the following report to make under this
section: All of our officers or directors, and all persons owning more than ten
percent of its shares have filed the subject reports, if required, on a timely
basis during the past fiscal year.

ITEM 10. EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE

                                                            Long Term Compensation
                        Annual Compensation                 Awards                             Payouts
(a)                   (b)    (c)       (d)       (e)            (f)            (g)               (h)          (i)
Name and                                     Other Annual    Restricted      Securities         LTIP       All Other
Principal                   Salary    Bonus  Compensation   Stock Award(s)   Underlying        Payouts    Compensation
Position             Year    ($)       ($)       ($)            ($)         Options/SARs (#)     ($)          ($)
----------------     ----   -------   -----  ------------    ------------   ---------------    -------    -------------
<S>                  <C>    <C>         <C>    <C>               <C>            <C>               <C>          <C>
John H. Simmons      2004   $120,000    0      $7,200(1)         0               0                 0            0
President/CEO        2003   $120,000    0      $7,200(1)         0              1,750,000         0            0
President/CEO

Director

Kenneth L. Johnson   2004                                                         0
Secretaryy/Treasurer 2003                                                         100,000
Director

Bruce Schreiner      2004                                                         0
Director             2003                                                         100,000

Kimberly A Samon     2004                                                         100,000
Director

Jerry A. Malone      2004                                                         100,000
Director

Dr. Milton S.
Harbuck              2004                                                         100,000
Director

Gerald McIlhargey    2004                                                         100,000
Director

</TABLE>

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

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

Option Grants in Last Fiscal Year (Individual Grants)

<TABLE>
<CAPTION>

Name                 Weighted      Number of    Date Issued      Vesting Date   Exercise     Expiration Date
                     averaged      Securities                                   Price per
                     fair value    Underlying                                   share
                                     Options
<S>                  <C>           <C>          <C>              <C>            <C>          <C>

Kemberely A. Samon      $0           100,000     March 23, 2004   Immediately    $0.10         March 23, 2009
Jerry A. Malone         $0           100,000     March 23, 2004   Immediately    $0.10         March 23, 2009
Gerald McIlhargey       $0           100,000     March 23, 2004   Immediately    $0.10         March 23, 2009
John K. Lucas           $0            25,000   February 3, 2004   Immediately    $0.10       February 3, 2009
Donal Kent Ford         $0            25,000   February 3, 2004   Immediately    $0.10       February 3, 2009
David Goler             $0            25,000   February 3, 2004   Immediately    $0.10       February 3, 2009
Brian R Smith           $0            25,000   February 3, 2004   Immediately    $0.10       February 3, 2009
John Hershenberg        $0            25,000   February 3, 2004   Immediately    $0.10       February 3, 2009
Ted Key                 $0            25,000     March 23, 2004   Immediately    $0.10         March 23, 2009
Kimberly Alexandrich    $0            25,000     March 23, 2004   Immediately    $0.10         March 23, 2009
Maureen O,Brien         $0            25,000   February 3, 2004   Immediately    $0.10       February 3, 2009

</TABLE>


                                       16
<PAGE>

Director Compensation

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

<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)
40.29%
                                  12 Lee Court
                              Trophy Club, TX 76262

Common Stock                    David William Dean Core                                    1,125,000
19.54%
                                 6965 N. Grande
                              Boca Raton, FL 33433

Common Stock                    Kimberly A. Samon-Director                                   110,000(4)
2.32%
                                14595 Creek Club Drive
                              Alpharetta, GA 30004

Common Stock                    Frank Davis                                                  250,200
5.13%
                                  4903 36th St.
                               Columbus, NE 68501

Common Stock                    Mark Johnson                                                 275,000(5)
5.62%
                                5210 East 81st, Suite 134
                                 Tulsa, OK 74137

Common Stock                    Phyllis L. Bell                                              640,368(6)
12.15%
                               728 S. Norfolk Ave.
                                 Tulsa, OK 74120

Common Stock                    Bruce Schreiner-Director                                     100,000(4)
2.11%
                                2535 N. Carleton Ave., Suite B
                                Grand Island, NE 68802

                                Kenneth L. Johnson-Director,
Common Stock                    Secretary/Treasurer                                          100,000(4)
2.11%
                                4335 South Street
                                Lincoln, NE 68506

Common Stock                    Dr. Milton S. Harbuck, D. D. S.-Director                     100,000(4)
2.11%
                               101 Fieldstone Lane
                                Sherwood, AR 75210-6544

Common Stock                    Jerry A. Malone-Director                                     100,000(4)(7)
2.11%
                               7114 Creswell Road
                                Shreveport, LA 71106-7415

Common Stock                    Gerald McIlhargey-Director                                   100,000(4)
2.11%
                                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:                                                     6,026,568
95.61%

(footnotes on following page)

---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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

(5) Includes options to purchase 25,000 shares of the Company's common stock at
an exercise price of $.10 per share.

(6) 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.

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


                                       14
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

Exhibit No.               Description of Document

Item 13.  EXHIBITS AND REPORTS ON FROM 8-K

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

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

(b) Reports on Form 8-K. During the last quarter for the fiscal year ended
December 31, 2004, there were no reports filed on Form 8-K.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees: The Company's auditor is Cordovano and Honeck,  P.C., located at 201
Steele  Street,  Suite 300,  Denver,  Colorado  80206 and the Company  paid them
$8,840 in audit and review fees for the fiscal year ended December 31, 2004. A
payment of $3,000 was made prior to the completion of the audit and a balance of
$1,725 remains.

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

Tax Fees: The Company did not pay its auditor any fees related to tax
compliance, tax advice, and tax planning for the fiscal years ended December 31,
2004.

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


                                       15
<PAGE>

                                   SIGNATURES

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

Dated: May 2, 2005.
St. Joseph, Inc.

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

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

Signature and Title              Date

/s/John H. Simmons               May 2, 2005
--------------------------
John H. Simmons, President,
Chief Executive Officer and
Director

/s/Kenneth L. Johnson            May 2, 2005
--------------------------
Kenneth L. Johnson,
Secretary-Treasurer and Director

/s/Jerry Malone                  May 2, 2005
--------------------------
Jerry Malone, Director

/s/Kimberly A. Samon             May 2, 2005
--------------------------
Kimberly A. Samon, Director

/s/Milton Harbuck                May 2, 2005
--------------------------
Milton Harbuck, Director

/s/Bruce Schreiner               May 2, 2005
--------------------------
Bruce Schreiner, Director

/s/ Gerald McIlhargey            May 2, 2005
--------------------------
Gerald McIlhargey
<PAGE>

                                ST. JOSEPH, INC.
                   Index to Consolidated Financial Statements

                                                                           Page

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

Consolidated Balance Sheet at December 31, 2004............................F-3

Consolidated Statements of Operations for the
     years ended December 31, 2004 and 2003................................F-4

Consolidated Statement of Changes in Shareholders' Equity
     for the years ended December 31, 2004 and 2003........................F-5

Consolidated Statements of Cash Flows for the
     years ended December 31, 2004 and 2003................................F-6

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


                                      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, 2004, and the related consolidated statements of operations,
changes in shareholders' equity, and cash flows for the years ended December 31,
2004 and 2003. 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, 2004, and the results of their operations and their cash flows
for the years ended December 31, 2004 and 2003, in conformity with accounting
principles generally accepted in the United States of America.


/s/ Cordovano & Honeck LLP
--------------------------
Cordovano and Honeck LLP
Denver, Colorado
March 2, 2005


                                      F-2
<PAGE>

                                ST. JOSEPH, INC.
                           Consolidated Balance Sheet

                                December 31, 2004

<TABLE>
<CAPTION>
                                     Assets
<S>                                                                             <C>
Current assets:
     Cash ....................................................................  $  14,855
     Marketable securities, available-for-sale (Note 3) ......................     12,069
     Accounts receivable .....................................................    135,758
                                                                                ---------
                        Total current assets .................................    162,682

Property and equipment, net (Note 4) .........................................     42,976
Deposit ......................................................................      1,230
Goodwill (Note 9) ............................................................    306,149
                                                                                ---------

                        Total assets .........................................  $ 513,037
                                                                                =========

                      Liabilities and Shareholders' Equity

Current liabilities:
     Accounts payable ........................................................  $ 112,384
     Accrued liabilities .....................................................     21,524
     Line of credit (Note 5) .................................................    150,000
     Note payable to officer (Note 2) ........................................     96,000
                                                                                ---------
                        Total current liabilities ............................    379,908
                                                                                ---------

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,
         5,021,712 shares issued and outstanding .............................      5,022
     Outstanding stock options ...............................................    232,800
     Additional paid-in capital ..............................................    691,512
     Retained deficit ........................................................   (797,883)
     Other comprehensive income ..............................................      1,292
                                                                                ---------

                        Total shareholders' equity ...........................    133,129
                                                                                ---------

                        Total liabilities and shareholders' equity ...........  $ 513,037
                                                                                =========
</TABLE>

          See accompanying notes to consolidated financial statements


                                      F-3
<PAGE>

                                ST. JOSEPH, INC.
                           Consolidated Statements of Operations


<TABLE>
<CAPTION>
                                                            For The Year Ended
                                                               December 31,
                                                       ----------------------------
                                                           2004             2003
                                                       -----------      -----------
<S>                                                    <C>              <C>
Service revenues, net ................................ $ 1,557,984      $        --
Direct costs of services .............................   1,185,163               --
            Gross profit .............................     372,821               --

Operating expenses:
     Stock-based compensation (Note 8):
         Stock options ...............................     242,800               --
         Other .......................................          --            5,750
     Selling, general and administrative .............     564,567           22,499
     Contributed rent (Note 2) .......................          --            2,400
     Depreciation ....................................      21,201            2,778
     Gain on liability settlement ....................          --          (20,000)
                                                       -----------      -----------
            Total operating expenses .................     828,568           13,427
                                                       -----------      -----------
            Loss from operations .....................    (455,747)         (13,427)

Non-operating income:
     Interest income .................................         338               --
     Realized gain on marketable securities ..........         501               --
Interest expense .....................................     (22,991)          (2,000)
                                                       -----------      -----------
            Loss before income taxes .................    (477,899)         (15,427)

Income tax provision (Note 7) ........................          --               --
                                                       -----------      -----------

            Net loss .................................    (477,899)         (15,427)

Preferred stock dividend requirements ................     (78,300)          (6,122)
                                                       -----------      -----------

Loss applicable to common stock ...................... $  (556,199)     $   (21,549)
                                                       ===========      ===========


Basic and diluted loss per common share .............. $     (0.12)     $     (0.01)
                                                       ===========      ===========

Weighted average common
     shares outstanding ..............................   4,676,712        3,021,420
                                                       ===========      ===========
</TABLE>

          See accompanying notes to consolidated financial statements


                                      F-4
<PAGE>

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

<TABLE>
<CAPTION>
                                                  Preferred Stock             Common Stock         Outstanding     Additional
                                           --------------------------  --------------------------     Stock         Paid-in
                                               Shares     Par Value       Shares       Par Value     Options        Capital
                                           ------------  ------------  ------------  ------------  ------------   ------------

<S>                                       <C>            <C>              <C>        <C>           <C>            <C>
Balance, January 1, 2003 .................           --  $         --     2,748,920  $      2,749  $         --   $    194,771

Common stock issued in exchange for
     services at $.005 per share (Note 8).           --            --       250,000           250            --          1,000
Exercised common stock options
     (Note 8) ............................           --            --     1,250,000         1,250            --          5,000
Sale of common stock at $.50 per
     share (Note 8) ......................           --            --        20,000            20            --          9,980
Fair value of office space contributed
     by an officer (Note 2) ..............           --            --            --            --            --          2,400
Preferred and common stocks issued
     to acquire subsidiary (Note 10) .....      380,500           380       219,500           220            --        299,400
Preferred and common stocks issued
     in exchange for legal services
     (Note 8) ............................        5,708             6         3,292             3            --          4,491
Preferred stock dividends (Note 10) ......           --            --            --            --            --             --
Net loss .................................           --            --            --            --            --             --
                                           ------------  ------------  ------------  ------------  ------------   ------------

Balance, December 31, 2003 ...............      386,208           386     4,491,712         4,492            --        517,042

Sale of common stock at $.50 per
     share (Notes 2 and 8) ...............           --            --       280,000           280            --        139,720
Granted stock options (Note 8) ...........           --            --            --            --       242,800             --
Exercised stock options (Note 8) .........           --            --       250,000           250            --         24,750
Expired stock options ....................           --            --            --            --       (10,000)        10,000
Preferred stock dividends (Note 10) ......           --            --            --            --            --             --
Comprehensive income (loss):
     Unrealized investment gains .........           --            --            --            --            --             --
     Net loss ............................           --            --            --            --            --             --

Comprehensive income (loss) ..............           --            --            --            --            --             --
                                           ------------  ------------  ------------  ------------  ------------   ------------

Balance, December 31, 2004 ...............      386,208  $        386     5,021,712  $      5,022  $    232,800   $    691,512
                                           ============  ============  ============  ============  ============   ============

<CAPTION>
                                                             Other
                                                         Comprehensive
                                                             Income
                                                          ------------
                                                           Unrealized
                                             Retained      Investment
                                              Deficit        Gains          Total
                                           ------------   ------------  ------------

<S>                                        <C>            <C>           <C>
Balance, January 1, 2003 ................. $   (220,135)  $         --  $    (22,615)

Common stock issued in exchange for
     services at $.005 per share (Note 8).           --             --         1,250
Exercised common stock options
     (Note 8) ............................           --             --         6,250
Sale of common stock at $.50 per
     share (Note 8) ......................           --             --        10,000
Fair value of office space contributed
     by an officer (Note 2) ..............           --             --         2,400
Preferred and common stocks issued
     to acquire subsidiary (Note 10) .....           --             --       300,000
Preferred and common stocks issued
     in exchange for legal services
     (Note 8) ............................           --             --         4,500
Preferred stock dividends (Note 10) ......       (6,122)            --        (6,122)
Net loss .................................      (15,427)            --       (15,427)
                                           ------------   ------------  ------------

Balance, December 31, 2003 ...............     (241,684)            --       280,236

Sale of common stock at $.50 per
     share (Notes 2 and 8) ...............           --             --       140,000
Granted stock options (Note 8) ...........           --             --       242,800
Exercised stock options (Note 8) .........           --             --        25,000
Expired stock options ....................           --             --            --
Preferred stock dividends (Note 10) ......      (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 ............... $   (797,883)  $      1,292  $    133,129
                                           ============   ============  ============
</TABLE>

          See accompanying notes to consolidated financial statements


                                      F-5
<PAGE>

<TABLE>
<CAPTION>
                                                                        Years Ended
                                                                        December 31,
                                                                 ------------------------
                                                                    2004           2003
                                                                 ---------      ---------
<S>                                                              <C>            <C>
Cash flows from operating activities:
     Net loss .................................................. $(477,899)     $ (15,427)
     Adjustments to reconcile net loss to net cash
         used by operating activities:
             Depreciation ......................................    21,201          2,778
             Office space contributed by an officer (Note 2) ...        --          2,400
             Stock-based compensation ..........................   242,800          5,750
             Gain on marketable securities .....................      (501)            --
             Gain on liability settlement                               --        (20,000)
             Changes in operating assets and liabilities:
                 Accounts receivable ...........................    33,497             --
                 Inventory .....................................        --          1,068
                 Prepaid expenses ..............................    13,595             --
                 Deposit .......................................    (1,230)            --
                 Accounts payable and accrued liabilities ......    25,458          2,105
                                                                 ---------      ---------
                             Net cash used in
                                  operating activities .........  (143,079)       (21,326)
                                                                 ---------      ---------

Cash flows from investing activities:
     Cash proceeds from subsidiary acquisition .................        --        124,991
     Purchases of property and equipment .......................   (19,285)            --
     Payment to acquire subsidiary .............................   (80,000)      (120,000)
                                                                 ---------      ---------
                             Net cash used in
                                  investing activities .........   (99,285)         4,991
                                                                 ---------      ---------

Cash flows from financing activities:
     Proceeds from line of credit, net .........................    75,000             --
     Proceeds from note payable to officer (Note 2) ............        --        195,000
     Principal payments on officer's note payable (Note 2) .....   (99,000)            --
     Payments for preferred stock dividends ....................   (78,300)        (6,122)
     Proceeds from exercised stock options .....................    25,000             --
     Proceeds from the sale of common stock ....................   140,000         16,250
                                                                 ---------      ---------
                             Net cash provided by
                                  financing activities .........    62,700        205,128
                                                                 ---------      ---------

                                  Net change in cash ...........  (179,664)       188,793

Cash, beginning of period ......................................   194,519          5,726
                                                                 ---------      ---------

Cash, end of period ............................................ $  14,855      $ 194,519
                                                                 =========      =========

Supplemental disclosure of cash flow information:
     Income taxes .............................................. $      --      $      --
                                                                 =========      =========
     Interest .................................................. $  22,991      $   2,000
                                                                 =========      =========

Non-cash investing and financing activities:
     Stock issued to acquire subsidiary (Note 10) .............. $      --      $ 300,000
                                                                 =========      =========
</TABLE>

          See accompanying notes to consolidated financial statements


                                      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 (see Note 10). 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 year ended December 31, 2003
included in this report include the activities of St. Joseph, Inc. and its
wholly-owned subsidiary, Staf*Tek after December 31, 2003. All significant
intercompany balances and transactions have been eliminated in consolidation.

Cash equivalents and fair value of financial instruments

For the purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents. The Company had no cash equivalents at
December 31, 2004.

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

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 members' 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

The Company's management believes all accounts receivable are fully collectible;
therefore, there is no allowance for doubtful accounts at December 31, 2004.

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:


                                      F-7
<PAGE>

                                ST. JOSEPH, INC.
                   Notes to Consolidated Financial Statements

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

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 at the end of each accounting period.

Impairment and disposal of Long-Lived Assets

The Company evaluates the carrying value of its long-lived assets under the
provisions of SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets". Statement No. 144 requires impairment losses to be recorded
on long-lived assets used in operations when indicators of impairment are
present and the undiscounted future cash flows estimated to be generated by
those assets are less than the assets' carrying amount. If such assets are
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying value or fair value, less
costs to sell. No impairments have been recorded for the years ended December
31, 2004 and 2003.

Revenue Recognition

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

Direct Costs of Services

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

Advertising Costs

The Company expenses all advertising as incurred.

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, 2004 were not included in the diluted loss per share as all 386,208
preferred shares and all 2,625,000 options were anti-dilutive. Therefore, basic
and diluted losses per share at December 31, 2004 were equal.


                                      F-8
<PAGE>

                                ST. JOSEPH, INC.
                   Notes to Consolidated Financial Statements

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.

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 December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- an amendment of APB Opinion No. 29." This Statement eliminates the exception
for nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary 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 nonmonetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005. The Company does not
expect application of SFAS No. 153 to have a material affect on its financial
statements.


                                      F-9
<PAGE>

                                ST. JOSEPH, INC.
                   Notes to Consolidated Financial Statements

In December 2004, the FASB issued a revision to SFAS No. 123, "Share-Based
Payment." This Statement supercedes APB Opinion No. 25, "Accounting for Stock
Issued to Employees" and its related implementation guidance. It 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. This Statement does not
change the accounting guidance for share-based payment transactions with parties
other than employees provided in Statement No. 123 as originally issued and EITF
Issue No. 96-18. This Statement is effective for public entities that file as
small business issuers as of the beginning of the first fiscal period that
begins after December 15, 2005. The Company has not yet determined the impact of
SFAS No. 123 (revised) on its financial statements.

(2)   Related Party Transactions

During December 2003, an officer advanced the Company $195,000 for working
capital in exchange for a promissory note. The note carries a ten percent
interest rate, payable quarterly, and matures on June 15, 2005. During the year
ended December 31, 2004, the Company repaid $99,000 of principal and $15,562 of
interest. As of December 31, 2004, the Company owed $96,000 in principal and
$-0- in accrued interest on the note.

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.

An officer contributed office space to the Company through December 31, 2003.
The office space was valued at $200 per month based on the market rate in the
local area and is included in the accompanying consolidated financial statements
as contributed rent with a corresponding credit to contributed capital.

(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.


                                      F-10
<PAGE>
                                ST. JOSEPH, INC.
                   Notes to Consolidated Financial Statements


                                                            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 gains                                 1,292
                                                         --------
   Ending balance, December 31, 2004                     $  1,292
                                                         ========

(4)   Property and Equipment

Property and equipment consisted of the following at December 31, 2004:

Furniture and fixtures                                                $  35,447
Office equipment                                                         58,295
Computer equipment                                                       55,156
Leasehold improvements                                                   19,585
                                                                      ---------
          Total property and equipment                                  168,483
Less accumulated depreciation                                          (125,507)
                                                                      ---------
          Property and equipment, net                                 $  42,976
                                                                      =========

(5)   Line of Credit

The Company has a $150,000 line of credit and the entire balance was unpaid and
outstanding at December 31, 2004. The interest rate on the credit line was 6.79
percent at December 31, 2004. Interest payments are due monthly. The line
matures on August 30, 2005.

(6)   Concentration of Credit Risk

The Company conducts a significant portion of its operations with one customer.
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:


                                      F-11
<PAGE>
                                ST. JOSEPH, INC.
                   Notes to Consolidated Financial Statements


                                                               Years Ended
                                                               December 31,
                                                          ---------------------
                                                            2004         2003
                                                          --------     --------
U.S. Federal statutory rate                                  34.00%       15.00%
State income tax,
   net of federal benefit                                     3.96%        5.10%
Permanent book-to-tax differences                           -0.11%       -3.13%
Net operating loss for which no tax
   benefit is currently available                          -37.85%      -16.97%
                                                          --------     --------
                                                              0.00%        0.00%
                                                          ========     ========

At December 31, 2004, the Company's current tax benefit consisted of a net tax
asset of $239,561, due to operating loss carryforwards of $695,650, which was
fully allowed for, in the valuation allowance of $239,561. 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, 2004 and 2003 were $179,057 and
$2,618, respectively. Net operating loss carryforwards will expire through 2023.

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

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

(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 (see Note 10). The Company also
issued 5,708 shares of its preferred stock in exchange for legal services
related to the Staf*Tek acquisition. Each share of preferred stock is
convertible to one share of common stock; therefore the transaction has been
valued based on contemporaneous common stock sales at $2,854, or $.50 per share.

Common Stock

During 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.

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


                                      F-12
<PAGE>
                                ST. JOSEPH, INC.
                   Notes to Consolidated Financial Statements


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

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

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.

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

During the year ended December 31, 2003, the Company granted options to four of
its officers and directors to purchase 2,300,000 shares of the Company's common
stock at an exercise price of $.10 per share. The Company's common stock had no
publicly traded market value on the date of grant. The weighted average exercise
price and weighted average fair value of these options as of December 31, 2003
were $.10 and $-0-, respectively. Directors' options are considered employee
options and are accounted for under APB 25. During December 2004, an officer
exercised 250,000 options and paid the Company $25,000.

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:


                                      F-13
<PAGE>
                                ST. JOSEPH, INC.
                   Notes to Consolidated Financial Statements


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,
                                                       ------------------------
                                                          2004           2003
                                                       ----------    ----------
Net loss-common shareholders, as reported              $ (556,199)   $  (21,549)
   Decrease due to:
       Employee stock options                              (5,600)           --
                                                       ----------    ----------
Pro forma net loss                                     $ (561,799)   $  (21,549)
                                                       ==========    ==========

As reported:
    Net loss per share - basic and diluted             $    (0.12)   $    (0.01)
                                                       ==========    ==========
Pro Forma:
    Net loss per share - basic and diluted             $    (0.12)   $    (0.01)
                                                       ==========    ==========

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.

Summary

The following schedule summarizes the changes in the Company's stock options for
the years ended December 31, 2004 and 2003:


                                      F-14
<PAGE>
                                ST. JOSEPH, INC.
                   Notes to Consolidated Financial Statements


<TABLE>
<CAPTION>
                                            Options Outstanding and Exercisable
                                              ---------------------------------    Weighted Average
                                               Number of        Exercise Price      Exercise Price
                                                 Shares            Per Share         Per Share
                                              -----------      ----------------    --------------
<S>                                            <C>                <C>                   <C>
Balance at December 31, 2002                          --               N/A                N/A
   Options granted                             3,550,000          $.005 to $.10         $ 0.067
   Options exercised                          (1,250,000)            $0.005             $ 0.005
   Options expired                                    --               N/A                N/A
                                              -----------      ----------------    --------------

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                               (25,000)             $0.10             $ 0.10
                                              -----------      ----------------    --------------

Balance at December 31, 2004                   2,625,000              $0.10             $ 0.10
                                              ===========
</TABLE>

(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,
------------
     2005                                    $ 46,438
     2006                                      46,438
     2007                                      15,479
                                            ---------
                                            $ 108,355
                                            =========



Rent expense for the years ended December 31, 2004 and 2003 totaled $29,316 and
$42,367, respectively.

(10)     Staf*Tek Acquisition

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

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


                                      F-15
<PAGE>

                                ST. JOSEPH, INC.
                   Notes to Consolidated Financial Statements

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

Goodwill

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

            December 31, 2003
Cash ...........................................................      $ 124,991
Marketable securities ..........................................         10,276
Accounts receivable ............................................        169,255
Prepaid expenses ...............................................         13,595
Property and equipment, net ....................................         43,079
                                                                      ---------
Total assets acquired ..........................................        361,196
                                                                      ---------

Accounts payable and accruals ..................................        (92,345)
Line of credit .................................................        (75,000)
                                                                      ---------
Total liabilities assumed ......................................       (167,345)
                                                                      ---------

Net assets acquired ............................................      $ 193,851
                                                                      =========

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


                                      F-16