| Summary of Significant Accounting Policies | (2) 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. During operation the Company, through
its wholly-owned subsidiary, Staf*Tek, specialized in the recruitment and placement of professional data processing and technical
personnel for clients on both a permanent and contract basis. Due to economic conditions and in anticipation of reverse acquisition
and in an effort to eliminate expenses management shutdown the operational expense at Staf*Tek by reducing the number of recruiters
specializing in placement of professional technical personnel, as well as finance and accounting personnel on a temporary and permanent
basis. Staf*Tek is primarily a regional professional service firm located in the Tulsa, Oklahoma area. Over the course of the last
several years the area has experienced a downturn in the demand for highly specialized and qualified personnel further identifying
the need for the reduction in personnel and expense. Due to economic conditions the Company
has discontinued its temporary and permanent staffing services and may or may not restart operations. Recently Adopted and Recently Enacted
Accounting Pronouncements In September, 2015, the FASB issued
ASU No. 2015-16, Business Combinations (Topic 805) (“ASU 2015-16”). Topic 805 requires that an acquirer retrospectively
adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for
adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional
amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined.
The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in
depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as
if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face
of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period
earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts
had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption
of ASU 2015-016 is not expected to have a material effect on the Company’s consolidated financial statements. In August, 2015, the FASB issued ASU
No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). The
amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain
not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods
beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted
only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting
period. In April 2015, the Financial Accounting
Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest–Imputation
of Interest (Subtopic 835-30) (“ASU 2015-03”), which changes the presentation of debt issuance costs in financial statements.
ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability
rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual
reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively
to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on
its balance sheets. Proposed Reverse Acquisition of
Zone USA, Inc. On June 15, 2016 the Company filed an
8K indicating that the Company was provided written notice of the termination of a nonbinding letter of intent(the “Letter
of Intent”) with Karavos Holdings Limited and its wholly owned subsidiary Zone USA, Inc. (“Zone USA”). The contemplated
acquisition was to include 100% of Karavos Holdings Limited, a holding company which wholly owns Zone USA. The Letter of Intent
was effected on August 7, 2012 and extended on February 26, 2015, and has been subsequently mutually terminated on June 15, 2016. Principles of Consolidation The consolidated financial statements
for the periods ended March 31, 2016 and 2015 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 March 31, 2016 and 2015. In our financial statements for the
periods ended March 31, 2016 and 2015, 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 March 31, 2016 and December 31, 2015. 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. Accounts Receivable Accounts receivable consists of amounts
due from customers related to the Company’s employee placement services. The Company considers accounts more than 30 days
old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it
is written off against the allowance. The Company generally does not require collateral for its accounts receivable. Property, Equipment and Depreciation Property and equipment are stated at
cost. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets as follows:
Furniture and fixtures 7 years
Office equipment 5 years
Computer equipment 3 years 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. Impairment and Disposal of Long-lived
Assets The Company evaluates the carrying value
of its long-lived assets when indicators of impairment are present. Impairment is assessed when 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. There were no impairments
recognized for the periods ended March 31, 2016 and 2015. Revenue Recognition Staffing service revenues are recognized
when the services are rendered by the Company’s contract employees and collection is probable. Permanent placement revenues
are recognized when employment candidates accept offers of permanent employment. Direct Costs of Services Direct costs of staffing services consist
of payroll, payroll taxes, contract labor, and insurance costs for the Company’s contract employees. There are no direct
costs associated with permanent placement staffing services. Advertising Costs The Company expenses all advertising
as incurred. The Company incurred advertising costs totaling $0 and $702 for the periods ended March 31, 2016 and December 31 2015,
respectively. Loss Per Common Share The Company reports earnings (loss)
per share using a dual presentation of basic and diluted earnings per share. Basic loss per share excludes the impact of common
stock equivalents. Diluted loss per share utilizes the average market price per share when applying the treasury stock method in
determining common stock equivalents. Preferred stock and common stock options outstanding at March 31, 2016 were not included
in the diluted loss per share as all 5,708 preferred shares and all 417,500 options were anti-dilutive as the Company incurred
losses during the year. Preferred stock and common stock options outstanding at March 31, 2015 are includable in the diluted loss
per share as the Company had net income for the year. 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 5). 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. |
