St. Joseph (STJO) 10-Q 28 Aug 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 28, 2015
Document And Entity Information
Entity Registrant Name	ST JOSEPH INC
Entity Central Index Key	1,177,135
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		13,395,341
Trading Symbol	STJO
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,015

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2015	Dec. 31, 2014
CURRENT ASSETS:
Cash	$ 17,832	$ 12,721
Total current assets	$ 17,832	12,721
Prepaid expenses		60,000
Total Assets	$ 17,832	72,721
CURRENT LIABILITIES:
Accounts payable	458,038	458,634
Accrued liabilities	181,268	187,635
Accrued preferred dividend	$ 42,047	42,047
Bank loan and notes payable:
Bank loan		115,402
Advance from officer	$ 29,700	29,700
Loan from officer	45,000	45,000
Total current liabilities	756,053	878,418
STOCKHOLDERS' DEFICIT:
Preferred stock, Series A; $0.001 par value, $3.00 face value; 25,000,000 shares authorized; 5,708 (unaudited) and 5,708 shares issued and outstanding, respectively	6	6
Common stock, $0.001 par value; 100,000,000 shares authorized, 13,395,341 (unaudited) and 13,085,802 issued and outstanding, Respectively	13,395	13,085
Additional paid-in capital	4,044,446	3,967,256
Retained deficit	(4,796,068)	(4,786,044)
Total stockholders' deficit	(738,221)	(805,697)
Total Liabilities and Stockholders' Deficit	$ 17,832	$ 72,721

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Preferred stock, Series A, par value	$ 0.001	$ 0.001
Preferred stock, Series A, face value	$ 3	$ 3
Preferred stock, Series A, shares authorized	25,000,000	25,000,000
Preferred stock, Series A, shares issued	5,708	5,708
Preferred stock, Series A, shares outstanding	5,708	5,708
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	13,395,341	13,085,802
Common stock, shares outstanding	13,395,341	13,085,802

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
REVENUES:
Contract		$ 3,380		$ 6,656
COST OF REVENUES		1,819		4,547
Gross Margin		1,561		2,109
COSTS AND EXPENSES:
General and Administrative Expenses	$ 23,708	$ 126,770	$ 95,426	$ 217,321
Depreciation and Amortization
Total Costs and Expenses	$ 23,708	$ 126,770	$ 95,426	$ 217,321
Operating Income (Loss)	$ (23,708)	(125,209)	$ (95,426)	(215,212)
OTHER INCOME AND (EXPENSE):
Other Income (Expense)		$ 3,800		$ 4,075
Gain on Debt Restructuring			$ 85,402
Interest Expense		$ (6,640)		$ (34,069)
Net Other Income (Expense)		(2,840)	$ 85,402	(29,994)
Income (Loss) before provision for income taxes	$ (23,708)	$ (128,049)	$ (10,024)	$ (245,206)
Provision for income taxes
Net Income (Loss)	$ (23,708)	$ (128,049)	$ (10,024)	$ (245,206)
Income (Loss) applicable to common stockholders	$ (23,708)	$ (128,049)	$ (10,024)	$ (245,206)
Basic and diluted earnings (loss) per common share	$ (0.002)	$ (0.01)	$ (0.001)	$ (0.02)
Weighted average common shares outstanding	13,201,766	12,762,979	13,148,681	12,476,759

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - 6 months ended Jun. 30, 2015 - USD ($)	Preferred Stock-Series A [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Deficit [Member]	Total
Balance at Dec. 31, 2014	$ 6	$ 13,085	$ 3,967,256	$ (4,786,044)	$ (805,697)
Balance, shares at Dec. 31, 2014	5,708	13,085,341
Sale of common stock @ $0.25 per share		$ 310	$ 77,190		77,500
Sale of common stock @ $0.25 per share, shares		310,000
Net income for the six months ended June 30, 2015				$ (10,024)	(10,024)
Balance at Jun. 30, 2015	$ 6	$ 13,395	$ 4,044,446	$ (4,796,068)	$ (738,221)
Balance, shares at Jun. 30, 2015	5,708	13,395,341

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) (Parenthetical)	Jun. 30, 2015$ / shares
Statement of Stockholders' Equity [Abstract]
Sale of common stock, price per share	$ 0.25

Consensed Consolidated Statemen

Consensed Consolidated Statements of Cash Flow (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
OPERATING ACTIVITIES
Net income (loss)	$ (10,024)	$ (245,206)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock-based compensation		$ 50,986
Gain on debt restructuring	$ (85,402)
Changes in operating assets and liabilities:
(Increase)/decrease in other assets	60,000	$ 1,230
Increase/(decrease) in accounts payable	(596)	39,415
Increase/(decrease) in accrued liabilities	(6,367)	13,732
Net cash provided by (used in) operating activities	$ (42,389)	$ (139,843)
INVESTING ACTIVITIES
FINANCING ACTIVITIES
Proceeds from sale of common stock	$ 77,500	$ 140,000
Proceeds from officer advance		2,200
Repayment of bank loan	$ (30,000)	(2,800)
Net cash provided by (used in) financing activities	47,500	139,400
INCREASE (DECREASE) IN CASH	5,111	(443)
CASH AT BEGINNING OF PERIOD	12,721	527
CASH AT END OF PERIOD	$ 17,832	$ 84
SUPPLEMENTAL INFORMATION:
Cash paid for income taxes
Cash paid for interest		$ 22,158

Basis of Presentation

Basis of Presentation	6 Months Ended
	Jun. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	(1) Basis of Presentation The condensed balance sheet at December 31, 2014 has been derived from financial statements included in the Form 10-K. The accompanying unaudited financial statements at June 30, 2015 presented herein have been prepared by St. Joseph, Inc. (the “Company”) in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended December 31, 2014. The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim periods presented. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The results of operations presented for the six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the full year ending December 31, 2015. There is no provision for dividends for the quarter to which this quarterly report relates. Financial data presented herein are unaudited. Principles of Consolidation The consolidated financial statements for the years ended December 31, 2013 and 2012 include the activities of St. Joseph, Inc. and its wholly-owned subsidiary, Staf*Tek Services, Inc. (“Staf*Tek”). All significant intercompany balances and transactions have been eliminated in consolidation. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has incurred recurring losses and has negative working capital and a net stockholders’ deficiency at June 30, 2015 (unaudited) and December 31, 2014. In our financial statements for the years ended December 31, 2014 and 2013, the Report of the Independent Registered Public Accounting Firm includes an explanatory paragraph that describes substantial doubt about our ability to continue as a going concern. These factors, among others, may indicate that the Company will be unable to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The Company plans to generate the necessary cash flows with increased sales revenue and a reduction of general and administrative expenses over the next 12 months. However, should the Company’s operations not provide sufficient cash flow; the Company has plans to raise additional working capital through debt and/or equity financings. Insiders have loaned working capital to the Company on an as-needed basis over the past two years; however, there are no formal committed financing arrangements to provide the Company with working capital. There is no assurance the Company will be successful in producing increased sales revenues, attaining profitability, or obtaining additional funding through debt and equity financings. Cash Equivalents and Fair Value of Financial Instruments For the purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at June 30, 2015 (unaudited) and December 31, 2014. The carrying amounts of cash, receivables and current liabilities approximate fair value due to the short-term maturity of the instruments. The Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuations of the majority of the assets are considered Level 1 fair value measures under ASC 820. Revenue Recognition Staffing service revenues are recognized when the services are rendered by the Company’s contract employees and collection is probable. Permanent placement revenues are recognized when employment candidates accept offers of permanent employment. Direct Costs of Services Direct costs of staffing services consist of payroll, payroll taxes, contract labor, and insurance costs for the Company’s contract employees. There are no direct costs associated with permanent placement staffing services. 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 June 30, 2015 were not included in the diluted loss per share as all 5,708 preferred shares and all 502,500 options were anti-dilutive as the Company incurred losses during the period. Preferred stock and common stock options outstanding at December 31, 2014 were not included in the diluted loss per share as all 5,708 preferred shares and all 502,500 options were anti-dilutive as the Company incurred losses during the year. Therefore, basic and diluted losses per share at June 30, 2015 (unaudited) and December 31, 2014 were equal. Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the recorded book basis and the tax basis of assets and liabilities for financial and income tax reporting. The deferred tax assets and liabilities represent the 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. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company has identified its federal tax return and its state tax return in Oklahoma as “major” tax jurisdictions, as defined. The Company believes that its income tax filings positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial conditions, results of operations, or cash flow. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. Stock-Based Compensation: The Company recognizes share-based compensation based on the options’ fair value, net of estimated forfeitures on a straight line basis over the requisite service periods, which is generally over the awards’ respective vesting period, or on an accelerated basis over the estimated performance periods for options with performance conditions. The stock option fair value is estimated on the grant date using the Black-Scholes option pricing model based on the underlying common stock closing price as of the date of grant, the expected term, stock price volatility, and risk-free interest rates. The Company has modified its outstanding stock options several times over the prior three years resulting in recognition of additional expenses (see Note 4). Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles 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.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2015
Related Party Transactions [Abstract]
Related Party Transactions	(2) Related Party Transactions In prior years, COLEMC advanced the Company a total of $45,000 for working capital in exchange for three promissory notes. The notes do not bear interest and matured on December 31, 2015. During the years ended December 31, 2012 and 2011, an officer advanced the Company $7,500 and $16,700, respectively, for working capital in exchange for two promissory notes. During the year ended December 31, 2013, the officer advanced the Company an additional $5,500. The total balance of the notes is $29,700 and do not bear any interest. The notes matured on December 31, 2014.

Notes Payable

Notes Payable	6 Months Ended
	Jun. 30, 2015
Debt Disclosure [Abstract]
Notes Payable	(3) Notes Payable Bank Loan The Company originally had a $200,000 line of credit with the bank. In August 2010, the Company converted its line of credit with the bank to a bank loan, which is collateralized by all of assets of the Company’s subsidiary company, Staf*Tek, including all receivables and property and equipment. The bank loan agreement included the following provisions: 1) an agreement to provide insurance coverage for the collateralized assets in the amount of $180,000; and 2) covenants to provide certain financial documents to the bank on a monthly and annual basis. On September 9, 2013, the Company received a default letter from the bank. Since that time, the bank has requested the Company bring the loan current by making monthly payments of $2,698 plus late fees of $50 per month. On April 9, 2015, the Company entered into a Settlement Agreement for repayment of the bank loan. Under terms of the Settlement Agreement, the Company was required to repay the bank $30,000 as follows: $7,500 on or before April 20, 2015, $7,500 on or before May 20, 2015, and a final payment of $15,000 on or before June 20, 2015. As of June 30, 2015, the Company had repaid all $30,000 under the Settlement Agreement. As a result, the Company recorded a $85,402 gain on the debt restructuring for the six months ended June 30, 2015. Interest expense on the Company’s bank borrowing was $-0- (unaudited) and $3,710, during the six months ended June 30, 2015 and 2014, respectively. Other Notes Payable The Company recognized a $14,277 loss in connection with the loan conversions based on the difference between the conversion rate of $0.50 and the market value of the Company’s stock on January 31, 2014 of $0.55.

Shareholders' Deficit

Shareholders' Deficit	6 Months Ended
	Jun. 30, 2015
Equity [Abstract]
Shareholders' Deficit	(4) Shareholders’ Deficit Preferred Stock The Board of Directors is authorized to issue shares of Series A Convertible Preferred Stock 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 386,208 shares of Series A Convertible Preferred Stock and 5,708 have not been converted to common stock at June 30, 2015. Series A Convertible Preferred Stock is convertible to one share of common stock and has a yield of 6.75% dividend per annum, which is paid quarterly on a calendar basis for a period of five years. The Company is currently delinquent in making dividend payments pursuant to the terms of a settlement agreement, as disclosed in an 8-K released on May 9, 2009. The accrued balance due on Series A Convertible Preferred Stock dividends total $42,047 (unaudited) and $42,047 as of June 30, 2015 December 31, 2014, respectively. The Company will commence dividend payments pursuant to the terms of a settlement agreement as funds are available. Common Stock In a private placement during the six months ended June 30, 2015, the Company sold 310,000 (unaudited) shares of common stock to accredited investors at a price of $0.25 per share for gross proceeds totaling $77,500 (unaudited). In a private placement during the year ended December 31, 2014, the Company sold 330,000 shares of common stock to accredited investors at a price of $0.50 per share for gross proceeds totaling $165,000. In a private placement during the year ended December 31, 2014, the Company sold 250,000 shares of common stock to accredited investors at a price of $0.25 per share for gross proceeds totaling $62,500. No underwriters were used and no underwriting discounts or commissions were payable. The shares have been offered and sold by the Company in reliance upon the exemption from registration provided by Regulation D promulgated under the Securities Act of 1933, as amended. The shares were offered and sold only to accredited investors; as such term is defined by Rule 501 of Regulation D. All of the shares sold in the private placement are restricted securities pursuant to Rule 144. Debt Conversion Effective January 31, 2014, the Company converted loans and related accrued interest totaling $142,769 into 285,539 shares of common stock at a value of $0.50 per share. Equity Awards Granted to Employees The following schedule summarizes the changes in the Company’s equity awards for the six months ended June 30, 2015. Weighted Weighted Awards Average Average Outstanding Exercise Exercise Remaining Aggregate and Price Price Contractual Intrinsic Exercisable Per Share Per Share Life Value Outstanding at January 1, 2015 502,500 $ 1.05 $ 1.05 1.00 yrs. $ 25,125 Granted - $ - $ - Exercised - $ - $ - Cancelled/Expired - $ - $ - Outstanding and exercisable at June 30, 2015 502,500 $ 0.50 $ 0.50 0.50 yrs. $ - Deadlines for the exercise of all options have been extended to December 31, 2015. On April 23, 2014, the Company’s Board of Directors extended the deadline for the exercise of the 502,500 options by six months from June 30, 2014 to December 31, 2014. Accordingly, the Company revalued the stock options, which resulted in a charge to share-based compensation totaling $50,986 during the year ended December 31, 2014. On September 9, 2014, the Company’s Board of Directors extended the deadline for the exercise of the 502,500 options by one year from December 31, 2014 to December 31, 2015. In addition, the Board reduced the exercise price of the options from $1.05 to $0.50. Accordingly, the Company revalued the stock options, which resulted in a charge to share-based compensation totaling $118,350 during the year ended December 31, 2014. All stock options were fully vested as of June 30, 2015 and December 31, 2014. Aggregate intrinsic value is calculated by determining the amount by which the market price of the stock exceeds the exercise price of the options on June 30, 2015, and then multiplying that amount by the number of options. The per share market value of the stock was below the exercise price on June 30, 2015, resulting in no aggregate intrinsic value. Upon the exercise of stock options, the Company issues new shares that are authorized and not issued or outstanding. The Company does not plan to repurchase shares to meet stock option requirements. 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.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2015
Income Tax Disclosure [Abstract]
Income Taxes	(5) Income Taxes At June 30, 2015, the Company’s current tax benefit consisted of a net tax asset of $1,132,660 (unaudited) due to operating loss carryforwards of approximately $3,537,520 (unaudited) which have been fully provided against in the valuation allowance of $1,132,660 (unaudited). The valuation allowance results in deferred tax expense, which offsets the net deferred tax asset for which there is no assurance of recovery. At December 31, 2014, the Company’s current tax benefit consisted of a net tax asset of $1,130,645 due to operating loss carryforwards of approximately $3,527,496 which have been fully provided against in the valuation allowance of $1,130,645. 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, 2014 and 2013 were $173,318 and $259,509, respectively. Net operating loss carry forwards will expire through 2034. 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 the Internal Revenue Code, the Company’s tax net operating loss carry forwards generated prior to the ownership change may be subject to an annual limitation, which could reduce or defer the utilization of those losses.

Legal Proceedings

Legal Proceedings	6 Months Ended
	Jun. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Legal Proceedings	(6) Legal Proceedings On or about January 24, 2012, our subsidiary, Staf*Tek Services, Inc. was served notice that Danny McGowan, a former employee hired and assigned to work for Staf*Tek’s client as a contractor, filed a lawsuit against Staf*Tek Services, Inc. and it’s client in the district court in Tulsa County, Oklahoma, Case No. CJ-2011-7039, in connection with a wrongful termination complaint. Mr. McGowan alleges that he was terminated after one month of employment, but feels he had a guaranteed contract for six months. The wording in his employment agreement that he identifies as guaranteeing his employment for six months was inserted at the request of Staf*Tek’s client. Staf*Tek’s client terminated Mr. McGowan for performance issues after one month of employment. Mr. McGowan filed a lawsuit against Staf*Tek and the client and subsequently filed a motion for default judgment, which was granted by the judge. On March 9, 2012, Stat*Tek filed a motion to vacate the default judgment and requested a new trial. Staf*Tek has engaged counsel and intends to vigorously defend this action. As of this date, the client that terminated Mr. McGowan has been dismissed from the lawsuit by the judge because they had not been served within a six months of the original filing of the lawsuit by Mr. McGowan’s counsel. Mr. McGowan and his attorney were three weeks late responding to our request for discovery and we requested dismissal. However, the judge did not grant dismissal. Mr. McGowan filed a motion for partial summary judgment on June 12, 2014. The Company responded on June 27, 2014 and the motion for partial summary judgment was denied on July 29, 2014. Mr. McGowan is seeking damages against Staf*Tek in an amount in excess of $75,000. Management deems the suit to be without merit, however, the costs of defending against the complaint could be substantial. In the event judgment is made against the Company and payment deemed appropriate, it may force the Company out of business.

Commitment

Commitment	6 Months Ended
	Jun. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Commitment	(7) Commitment The Company leased office space in Tulsa, Oklahoma under an operating lease, which expired in April 2012. We leased the office space on a month-to-month basis through May 2014. The Company currently leases office space in McKinney, Texas on a month-to-month basis. Rent expense for the six months ended June 30, 2015 totaled $3,000 (unaudited).

Subsequent Event

Subsequent Event	6 Months Ended
	Jun. 30, 2015
Subsequent Events [Abstract]
Subsequent Event	(8) Subsequent Event The Company has evaluated subsequent events through August 24, 2015. Other than those described below, there have been no subsequent events after June 30, 2015 for which disclosure is required.

Basis of Presentation (Policies

Basis of Presentation (Policies)	6 Months Ended
	Jun. 30, 2015
Basis Of Presentation Policies
Principles of Consolidation	Principles of Consolidation The consolidated financial statements for the years ended December 31, 2013 and 2012 include the activities of St. Joseph, Inc. and its wholly-owned subsidiary, Staf*Tek Services, Inc. (“Staf*Tek”). All significant intercompany balances and transactions have been eliminated in consolidation.
Going Concern	Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has incurred recurring losses and has negative working capital and a net stockholders’ deficiency at June 30, 2015 (unaudited) and December 31, 2014. In our financial statements for the years ended December 31, 2014 and 2013, the Report of the Independent Registered Public Accounting Firm includes an explanatory paragraph that describes substantial doubt about our ability to continue as a going concern. These factors, among others, may indicate that the Company will be unable to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The Company plans to generate the necessary cash flows with increased sales revenue and a reduction of general and administrative expenses over the next 12 months. However, should the Company’s operations not provide sufficient cash flow; the Company has plans to raise additional working capital through debt and/or equity financings. Insiders have loaned working capital to the Company on an as-needed basis over the past two years; however, there are no formal committed financing arrangements to provide the Company with working capital. There is no assurance the Company will be successful in producing increased sales revenues, attaining profitability, or obtaining additional funding through debt and equity financings.
Cash Equivalents and Fair Value of Financial Instruments	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 June 30, 2015 (unaudited) and December 31, 2014. The carrying amounts of cash, receivables and current liabilities approximate fair value due to the short-term maturity of the instruments. The Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuations of the majority of the assets are considered Level 1 fair value measures under ASC 820.
Revenue Recognition	Revenue Recognition Staffing service revenues are recognized when the services are rendered by the Company’s contract employees and collection is probable. Permanent placement revenues are recognized when employment candidates accept offers of permanent employment.
Direct Costs of Services	Direct Costs of 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.
Loss per Common Share	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 June 30, 2015 were not included in the diluted loss per share as all 5,708 preferred shares and all 502,500 options were anti-dilutive as the Company incurred losses during the period. Preferred stock and common stock options outstanding at December 31, 2014 were not included in the diluted loss per share as all 5,708 preferred shares and all 502,500 options were anti-dilutive as the Company incurred losses during the year. Therefore, basic and diluted losses per share at June 30, 2015 (unaudited) and December 31, 2014 were equal.
Income Taxes	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 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. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company has identified its federal tax return and its state tax return in Oklahoma as “major” tax jurisdictions, as defined. The Company believes that its income tax filings positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial conditions, results of operations, or cash flow. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740.
Stock-Based Compensation:	Stock-Based Compensation: The Company recognizes share-based compensation based on the options’ fair value, net of estimated forfeitures on a straight line basis over the requisite service periods, which is generally over the awards’ respective vesting period, or on an accelerated basis over the estimated performance periods for options with performance conditions. The stock option fair value is estimated on the grant date using the Black-Scholes option pricing model based on the underlying common stock closing price as of the date of grant, the expected term, stock price volatility, and risk-free interest rates. The Company has modified its outstanding stock options several times over the prior three years resulting in recognition of additional expenses (see Note 4).
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles 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.

Shareholders' Deficit (Tables)

Shareholders' Deficit (Tables)	6 Months Ended
	Jun. 30, 2015
Equity [Abstract]
Schedule of Equity Awards Granted to Employees	The following schedule summarizes the changes in the Company’s equity awards for the six months ended June 30, 2015. Weighted Weighted Awards Average Average Outstanding Exercise Exercise Remaining Aggregate and Price Price Contractual Intrinsic Exercisable Per Share Per Share Life Value Outstanding at January 1, 2015 502,500 $ 1.05 $ 1.05 1.00 yrs. $ 25,125 Granted - $ - $ - Exercised - $ - $ - Cancelled/Expired - $ - $ - Outstanding and exercisable at June 30, 2015 502,500 $ 0.50 $ 0.50 0.50 yrs. $ -

Basis of Presentation (Details

Basis of Presentation (Details Narrative) - USD ($) None in scaling factor is -9223372036854775296	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash equivalents
Preferred shares issued	5,708	5,708
Options were antidilutive	502,500	502,500

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Note maturity date	Dec. 31, 2014
Advance from officer			$ 5,500	$ 7,500	$ 16,700
Total notes to related party	$ 29,700	$ 29,700
COLEMC Advanced [Member]
Promissory notes	$ 45,000
Note maturity date	Dec. 31, 2015

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	Jan. 31, 2014	Jan. 31, 2014	Sep. 09, 2013	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Apr. 09, 2015	Dec. 31, 2014
Line of credit				$ 200,000		$ 200,000
Amount covered by Insurance				$ 180,000		$ 180,000
Principal and interest payment			$ 2,698
Late fees			$ 50
Loans payable									$ 115,402
Gain on debt restructuring						$ 85,402
Interest expense on bank loans						0	$ 3,710
Debt converted into shares amount	$ 14,277	$ 142,769
Conversion price per share	$ 0.50	$ 0.50
Stock price per share	$ 0.55	$ 0.55
Settlement Agreement [Member]
Loans payable								$ 30,000
Repayment of loan						$ 30,000
Settlement Agreement [Member] | On or Before April 20, 2015 [Member]
Loans payable								7,500
Settlement Agreement [Member] | On or Before May 20, 2015 [Member]
Loans payable								7,500
Settlement Agreement [Member] | On or Before June 20, 2015 [Member]
Loans payable								$ 15,000

Shareholders' Deficit (Details

Shareholders' Deficit (Details Narrative) - USD ($)	Sep. 09, 2014	Apr. 23, 2014	Jan. 31, 2014	Jan. 31, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Series A convertible preferred stock					386,208
Outstanding Series A convertible preferred stock					5,708		5,708
Dividend yield					6.75%
Accrued balance due on Series A Convertible Preferred Stock Dividends					$ 42,047		$ 42,047
Sale price of common stock					$ 0.25
Number of common stock sale during period, amount					$ 77,500
Conversion of loans into accrued interest			$ 14,277	$ 142,769
Debt converted into shares				285,539
Debt conversation price per share			$ 0.50	$ 0.50
Number of option exercised	502,500	502,500
Stock based compensation						$ 50,986
Minimum [Member]
Option exercise price	$ 1.05
Maximum [Member]
Option exercise price	$ 0.50
Six Months from June 30, 2014 to December 31, 2014 [Member]
Stock based compensation							50,986
One Year from December 31, 2014 to December 31, 2015 [Member]
Stock based compensation							$ 118,350
Private Placement [Member] | Accredited Investors [Member]
Number of common stock sale during period					310,000		330,000
Sale price of common stock					$ 0.25		$ 0.50
Number of common stock sale during period, amount					$ 77,500		$ 165,000
Private Placement [Member] | Accredited Investors One [Member]
Number of common stock sale during period							250,000
Sale price of common stock							$ 0.25
Number of common stock sale during period, amount							$ 62,500

Schedule of Equity Awards Grant

Schedule of Equity Awards Granted to Employees (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Equity [Abstract]
Awards Outstanding and Exercisable, Outstanding, beginning balance	502,500
Awards Outstanding and Exercisable, Granted
Awards Outstanding and Exercisable, Exercised
Awards Outstanding and Exercisable, Cancelled/Expired
Awards Outstanding and Exercisable, Outstanding and exercisable, ending balance	502,500	502,500
Exercise Price Per Share, Outstanding, beginning balance	$ 1.05
Exercise Price Per Share, Granted
Exercise Price Per Share, Exercised
Exercise Price Per Share, Cancelled/Expired
Exercise Price Per Share, Outstanding and exercisable, ending balance	$ .50	$ 1.05
Weighted Average Exercise Price Per Share, Outstanding, beginning balance	$ 1.05
Weighted Average Exercise Price Per Share, Granted
Weighted Average Exercise Price Per Share, Exercised
Weighted Average Exercise Price Per Share, Cancelled/Expired
Weighted Average Exercise Price Per Share, Outstanding and exercisable, ending balance	$ .50	$ 1.05
Weighted Average Remaining Contractual Life, Outstanding and exercisable	6 months	1 year
Aggregate Intrinsic Value, Outstanding, beginning balance	$ 25,125
Aggregate Intrinsic Value, Outstanding and exercisable, ending balance		$ 25,125

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Current tax benefit consisted of a net tax asset	$ 1,132,660	$ 1,130,645
Operating loss carryforwards	3,537,520	3,527,496
Valuation allowance	$ 1,132,660	1,130,645
Changes in valuation allowance		$ 173,318	$ 259,509
Net operating loss carry forwards will expire		2,034

Legal Proceedings (Details Narr

Legal Proceedings (Details Narrative)	6 Months Ended
	Jun. 30, 2015USD ($)
Commitments and Contingencies Disclosure [Abstract]
Damages against company in a law suit	$ 75,000

Commitment (Details Narrative)

Commitment (Details Narrative)	6 Months Ended
	Jun. 30, 2015USD ($)
McKinney [Member]
Rent expense	$ 3,000