Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - ST JOSEPH INCFinancial_Report.xls

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

Amendment No. 1

 

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: December 31, 2013

 

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 0-49936

 

ST. JOSEPH, INC.

(Exact name of registrant as specified in its charter)

 

COLORADO   CH 90-0197648
(State or other jurisdiction of   (I.R.S. Employer
incorporationor organization)   Identification No.)

 

4870 S. Lewis, Suite 250, Tulsa, Oklahoma 74105

(Address of principal executive offices)

 

(918) 742-1888

(Registrant’s telephone number, including area code)

 

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

 

Securities registered pursuant to Section 12(g) of the Act: Class A Common Stock, par value $0.001

 

Indicate by checkmark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

 

Indicate by checkmark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ] No [X]

 

Indicate by checkmark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer [  ] Accelerated Filer [  ]
Non-Accelerated Filer [  ] Smaller reporting company [X]

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Act). Yes [  ] No [X]

 

Based on the closing sale price of $0.43 of the registrant’s common stock on the last business day of our most recent third quarter, ended September 30, 2013, the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant computed by reference to the price at which the common stock was last sold was $4,049,738.71.

 

As of March 31, 2014, there were 12,705,341 shares of the registrant’s common stock issued and outstanding.

 

 

 

 
 

 

EXPLANATORY NOTE

 

The sole purpose of this Amendment No. 1 to St. Joseph, Inc., Annual Report on Form 10-K for the period ended December 31, 2013, filed with the Securities and Exchange Commission on March 31, 2014 (the “Form 10-K”), is to furnish Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).

 

No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-K.

 

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

 
 

 

EXHIBIT INDEX

 

EXHIBIT NO.   DESCRIPTION OF DOCUMENT
     
2.1 (5)   Agreement of Share Exchange and Purchase and Sale dated January 2, 2004 between St. Joseph, Inc. and Phyllis L. Bell, and Paul D. Aelmore and Staf-Tek Services, Inc.
     
3.1 (1)   Articles of Incorporation of Pottery Connection, Inc.
     
3.2 (1)   Articles of Amendment to Articles of Incorporation as filed with the Colorado Secretary of State on January 19, 2001.
     
3.3 (5)   Articles of Amendment to Articles of Incorporation as filed with the Colorado Secretary of State on November 6, 2003.
     
3.4 (6)   Articles of Amendment to Articles of Incorporation as filed with the Colorado Secretary of State on September 29, 2006.
     
3.5 (7)   Articles of Amendment to the Articles of Incorporation filed with the Colorado Secretary of State on May 18, 2007.
     
3.6 (7)   Articles of Amendment to the Articles of Incorporation filed with the Colorado Secretary of State on May 23, 2007.
     
3.5 (3)   Bylaws of St. Joseph, Inc. (formerly known as Pottery Connection, Inc.)
     
4.1 (1)   Specimen form of St. Joseph’s stock certificate for shares of its common stock.
     
4.2 (10)   2006 Stock Option Plan.
     
10.1 (3)   Exclusive Agreement between St. Joseph Energy, Inc. and David Johnson.
     
10.2 (2)   Form of User Agreement for St. Joseph, Inc.
     
10.3 (9)   Promissory Note dated June 16, 2005 for $96,000 issued by St. Joseph, Inc. to John H. Simmons.
     
10.4 (9)   Promissory Note dated December 28, 2006 for $25,000 issued by Staf*Tek Services, Inc. to Gerry McIlhargey.
     
10.5 (8)   Form of Letter Agreement for conversion of Series B Stock to common stock on December 31, 2007.
     
10.6 (8)   Form of Letter Agreement for conversion of promissory notes to common stock on December 31, 2007.
     
14.1 (9)   Code of Ethics.
     
21.1 (9)   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.
     
101.INS  

XBRL Instance Document**

101.SCH   XBRL Taxonomy Extension Schema Document**
101.CAL  

XBRL Taxonomy Extension Calculation Linkbase Document**

101.DEF   XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB  

XBRL Taxonomy Extension Label Linkbase Document**

101.PRE  

XBRL Taxonomy Extension Presentation Linkbase Document**

 

*Filed herewith.
** Furnished herewith.
   
(1)   Filed on July 23, 2002 as an exhibit to St. Joseph’s registration statement on Form 10SB and incorporated herein by reference.
(2)   Filed on April 15, 2003 as an exhibit to St. Joseph’s annual report on Form 10-KSB for the fiscal year ended December 31, 2002 and incorporated herein by reference.
(3)   Filed on June 3, 2003 as an exhibit to St. Joseph’s amendment to registration statement on Form 10SB12G/A and incorporated herein by reference.
(4)   Filed on April 15, 2004 as an exhibit to St. Joseph’s annual report on Form 10-KSB for the fiscal year ended December 31, 2003 and incorporated herein by reference.
(5)   Filed on May 5, 2004 as an exhibit to St. Joseph’s report on Form 8-K dated April 30, 2004 and incorporated herein by reference.
(6)   Filed on November 20, 2006 as an exhibit to St. Joseph’s quarterly report on Form 10-QSB for the quarterly period ended September 30, 2006 and incorporated herein by reference.
(7)   Filed on May 23, 2007 as an exhibit to St. Joseph’s report on Form 8-K dated May 18, 2007 and incorporated herein by reference.
(8)   Filed on January 28, 2008 as an exhibit to St. Joseph’s report on Form 8-K dated December 31, 2007 and incorporated herein by reference.
(9)   Filed on April 20, 2007 as an exhibit to St. Joseph’s amendment 1 to annual report on Form 10-KSB for the fiscal year ended December 31, 2006 and incorporated herein by reference.
(10)   Filed on August 3, 2006 as an exhibit to St. Joseph’s proxy statement on Schedule and incorporated herein by reference.

 

 
 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  ST. JOSEPH, INC.
   
Dated: April 3, 2014 By: /s/ Gerald McIlhargey
    Gerald McIlhargey
    President and Chief Executive Officer

 

Dated: April 3, 2014 By: /s/ Kenneth L. Johnson
    Kenneth L. Johnson
    Secretary and Treasurer

 

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

 

Signature and Title   Date  
       
/s/ Gerald McIlhargey   3-Apr-14  
Gerald McIlhargey      
President, Chief Executive Officer and Director      
       
/s/ Kenneth L. Johnson   3-Apr-14  
Kenneth L. Johnson      
Secretary, Treasurer and Director      
       
/s/ Bruce Schreiner   3-Apr-14  
Bruce Schreiner      
Director      
       
/s/ Donal Ford   3-Apr-14  
Donal Ford      
Director      
       
/s/ Maureen O’Brien   3-Apr-14  
Maureen O’Brien      
Director