Amended Annual Report (10-k/a)
03 Aprile 2014 - 11:32PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
Amendment
No. 1
[X]
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ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For
the fiscal year ended:
December 31, 2013
[ ]
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TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission
file number: 0-49936
ST.
JOSEPH, INC.
(Exact
name of registrant as specified in its charter)
COLORADO
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CH
90-0197648
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or
organization)
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Identification
No.)
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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
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[ ]
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Accelerated
Filer
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[ ]
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Non-Accelerated
Filer
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[ ]
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Smaller reporting
company
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[X]
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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.
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DESCRIPTION
OF DOCUMENT
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2.1
(5)
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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.
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3.1
(1)
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Articles
of Incorporation of Pottery Connection, Inc.
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3.2
(1)
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Articles
of Amendment to Articles of Incorporation as filed with the Colorado Secretary of State on January 19, 2001.
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3.3
(5)
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Articles
of Amendment to Articles of Incorporation as filed with the Colorado Secretary of State on November 6, 2003.
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3.4
(6)
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Articles
of Amendment to Articles of Incorporation as filed with the Colorado Secretary of State on September 29, 2006.
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3.5
(7)
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Articles
of Amendment to the Articles of Incorporation filed with the Colorado Secretary of State on May 18, 2007.
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3.6
(7)
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Articles
of Amendment to the Articles of Incorporation filed with the Colorado Secretary of State on May 23, 2007.
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3.5
(3)
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Bylaws
of St. Joseph, Inc. (formerly known as Pottery Connection, Inc.)
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4.1
(1)
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Specimen
form of St. Joseph’s stock certificate for shares of its common stock.
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4.2
(10)
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2006
Stock Option Plan.
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10.1
(3)
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Exclusive
Agreement between St. Joseph Energy, Inc. and David Johnson.
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10.2
(2)
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Form
of User Agreement for St. Joseph, Inc.
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10.3
(9)
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Promissory
Note dated June 16, 2005 for $96,000 issued by St. Joseph, Inc. to John H. Simmons.
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10.4
(9)
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Promissory
Note dated December 28, 2006 for $25,000 issued by Staf*Tek Services, Inc. to Gerry McIlhargey.
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10.5
(8)
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Form
of Letter Agreement for conversion of Series B Stock to common stock on December 31, 2007.
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10.6
(8)
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Form
of Letter Agreement for conversion of promissory notes to common stock on December 31, 2007.
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14.1
(9)
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Code
of Ethics.
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21.1
(9)
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Subsidiaries
of St. Joseph, Inc.
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31.1*
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Principal
Executive Officer Certification under Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2*
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Principal
Financial Officer Certification under Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1*
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Principal
Executive Officer Certification under Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2*
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Principal
Financial Officer Certification under Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS
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XBRL
Instance Document**
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101.SCH
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XBRL Taxonomy Extension Schema Document**
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101.CAL
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XBRL
Taxonomy Extension Calculation Linkbase Document**
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document**
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101.LAB
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XBRL
Taxonomy Extension Label Linkbase Document**
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101.PRE
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XBRL
Taxonomy Extension Presentation Linkbase Document**
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*
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Filed herewith
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**
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Furnished herewith.
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(1)
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Filed
on July 23, 2002 as an exhibit to St. Joseph’s registration statement on Form 10SB and incorporated herein by reference.
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(2)
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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.
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(3)
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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.
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(4)
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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.
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(5)
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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.
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(6)
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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.
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(7)
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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.
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(8)
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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.
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(9)
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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.
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(10)
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Filed
on August 3, 2006 as an exhibit to St. Joseph’s proxy statement on Schedule and incorporated herein by reference.
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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.
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ST.
JOSEPH, INC.
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Dated:
April 3, 2014
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By:
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/s/ Gerald
McIlhargey
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Gerald McIlhargey
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President and
Chief Executive Officer
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Dated:
April 3, 2014
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By:
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/s/
Kenneth L. Johnson
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Kenneth L. Johnson
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Secretary and
Treasurer
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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
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Date
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/s/
Gerald McIlhargey
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3-Apr-14
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Gerald
McIlhargey
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President,
Chief Executive Officer and Director
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/s/
Kenneth L. Johnson
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3-Apr-14
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Kenneth
L. Johnson
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Secretary,
Treasurer and Director
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/s/
Bruce Schreiner
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3-Apr-14
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Bruce
Schreiner
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Director
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/s/
Donal Ford
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3-Apr-14
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Donal
Ford
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Director
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/s/
Maureen O’Brien
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3-Apr-14
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Maureen
O’Brien
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Director
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Grafico Azioni St Joseph (PK) (USOTC:STJO)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni St Joseph (PK) (USOTC:STJO)
Storico
Da Giu 2023 a Giu 2024