Zone USA, Inc. signed a non-binding letter of intent to acquire St. Joseph, Inc. (OTCBB:STJO) from Hong Kong Base Limited, and other shareholders, in a reverse merger transaction on August 7, 2012. As a part of transaction, St. Joseph shall issue such number of shares of common stock that will be equal to not less than 80% of the total issued and outstanding shares of St. Joseph, Inc. on a fully diluted and converted basis, or preferred stock convertible into such number of common stock. St Joseph’s Board of Directors and Executive officers will be replaced by nominees of Zone USA. The execution of the definitive agreement is conditional upon satisfactory due diligence investigation on both parties, St. Joseph raising $14 million through the sale of stock, cash proceeds of financing having been placed in escrow by the date of execution of the definitive agreement, approval of letter of intent by Board of directors and equity holders of Zone USA, approval by Board of directors and equity holders of St Joseph, all necessary regulatory approvals, and employment contracts with the key people of St Joseph. The reverse takeover is set to complete after the necessary equity financing has been secured by St. Joseph, Inc. As on April 9, 2013, St. Joseph, Inc. has satisfactorily completed due diligence investigation on Zone USA, Inc. Karavos Holdings Limited acted as arranger of transaction for St. Joseph. On February 26, 2015, St. Joseph entered into a nonbinding Letter of Intent with Zone USA, Inc. Zone USA, Inc. cancelled the acquisition of St. Joseph, Inc. (OTCBB:STJO) from Hong Kong Base Limited, and other shareholders, in a reverse merger transaction on June 15, 2016.