U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549





FORM
10-KSB





(Mark
One)


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





For
Fiscal Year Ended:  December 31, 2007





or





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





For the
transition period from __________ To __________








Commission
file number 33-20111





Eat
at Joe's Ltd.


(Name of
small business issuer in its charter)





Delaware
            75-2636283State
      or other jurisdiction of incorporation or organization
            (I.R.S.
      Employer Identification No.)





670 White Plains Road, Suite 120, Scarsdale, New
      York
            10583(Address
      of principal executive offices)
            (Zip
      code)








Issuer's
telephone number  (914)
725-2700





Securities
registered under Section 12(b) of the Act:  NONE


Securities
registered under Section 12(g) of the Act:





Common Stock Par Value
$0.0001


(Title of
class)





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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 [  ]


1





Check if
there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this form 10-KSB. [X]





State
      issuer's revenues for its most recent fiscal year.
            $1,429,689





As of
December 31, 2007, there were 90,577,710 shares of the Registrant's common
stock, par value $0.0001, issued, and 20,000 shares of Series E Convertible
preferred stock (convertible to 8,333,333 common shares), par value
$0.0001.  The aggregate market value of the Registrant's voting stock
held by non-affiliates of the Registrant was approximately $476,466 computed at
the average bid and asked price as of December 31, 2007.





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








DOCUMENTS
INCORPORATED BY REFERENCE





If the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which
the document is incorporated:  (1) any annual report to security
holders; (2) any proxy or information statement; and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities
Act"):  NONE





Transitional
Small Business Disclosure Format (check one):  Yes [  ] ; NO
[X]








2


TABLE OF
CONTENTS








Item Number and Caption
            PagePART IItem 1.
            Description of Business
            4Item 2.
            Description of Property
            7Item 3.
            Legal Proceedings
            7Item 4.
            Submission of Matters to a Vote of Security
      Holders
            8PART IIItem 5.
            Market for Common Equity and Related Stockholder
      Matters
            9Item 6.
            Management's Discussion and Analysis or Plan of
      Operations
            10Item 7.
            Financial Statements
            14Item 8.
            Changes in and Disagreements With Accountants on Accounting
      and Financial Disclosure
            15Item 8AT.
            Controls and Procedures
            15Item 8B.
            Other Information
            16PART IIIItem 9.
            Directors, Executive Officers, Promoters and Control
      Persons; Compliance with Section 16(a) of the Exchange
    Act
            17Item 10.
            Executive Compensation
            19Item 11.
            Security Ownership of Certain Beneficial Owners and
      Management
            19Item 12.
            Certain Relationships and Related
      Transactions
            20Item 13.
            Exhibits and Reports on Form 8-K
            21Item 14.
            Principal Accountant Fees and Services
            22








3


PART
I








ITEM 1   DESCRIPTION OF BUSINESS











General





The business of Eat at Joe’s, Ltd. (
the “Company”) is to develop, own and operate theme restaurants called “Eat at
Joe’s (R).”  The theme for the restaurants is an "American Diner"
atmosphere where families can eat wholesome, home-cooked food in a safe friendly
atmosphere.  Eat at Joe's, the classic American grill, is a restaurant
concept that takes you back to eating in the era when favorite old rockers were
playing on chrome-spangled jukeboxes and neon signs reflected on shiny tabletops
of the 1950's.





The Company presently owns and operates
one theme restaurant located in Philadelphia, Pennsylvania.  Expansion
within the current location is not viable, however management may seek to make
acquisitions of established businesses, or, if a desirable location becomes
available, we may elect to expand the concept.  Locations would be
sought in heavily trafficked areas, such as within an airport, train station,
etc.  We have not found any such location as of the date of this
filing and no agreements are in place. Any acquisitions would be subject to the
availability of funding.  The restaurants will be modest priced
restaurants catering to the local working and residential population rather than
as a tourist destination.





The Company’s common stock is traded on
the National Association of Security Dealers, Inc. (the “NASD’s”) OTC Bulletin
Board Under the symbol “JOES.”





History





The company was incorporated as
Conceptualistics, Inc. on January 6, 1988 in Delaware as a wholly owned
subsidiary of Halter Venture Corporation ("HVC"), a publicly-owned corporation
(now known as Debbie Reynolds Hotel and Casino, Inc.)  In 1988, HVC
divested itself of approximately 14% of its holdings in the Company by
distributing 1,777,000 shares of the issued and outstanding stock of the Company
to its shareholders.  The then majority shareholder of HVC became the
majority shareholder of the Company.  Its authorized capital stock is
50,000,000 shares of common stock, par value $0.0001 per share and 10,000,000
shares of preferred stock, par value $0.0001 per share.





During the period from September 30,
1988 to March 1, 1990, the company remained in the development stage while
attempting to enter the mining industry.  The Company acquired certain
unpatented mining claims and related equipment necessary to mine, extract,
process and otherwise explore for kaolin clay, silica, feldspar, precious
metals, antimony and other commercial minerals from its majority stockholder and
unrelated third parties.  The Company was unsuccessful in these start
up efforts and all activity ceased during 1992 as a result of foreclosure on
various loans in default and/or abandonment of all assets.


4





From March 1, 1990 to January 1 , 1997,
the Company did not engage in any business activities.





On January 1 , 1997, the Shareholders
adopted a plan of reorganization and merger between the Company and E. A. J.
Holding Corp. Inc. (“Hold”) to be effective on or before January 31,
1997.  Under the plan, the Company  acquired all the issued
and outstanding shares of “Hold”, a Delaware corporation making “Hold” a wholly
owned subsidiary of the Company for 5,505,000 common shares of the
Company.





In addition to its wholly owned
subsidiary, Hold, the Company has thirteen wholly owned
subsidiaries:





E.A.J.
      PHL Airport, Inc. a Pennsylvania
corporation,


E.A.J.
      Shoppes, Inc., a Nevada
corporation,


E.A.J.
      Cherry Hill, Inc., a Nevada
corporation,


E.A.J.
      Neshaminy, Inc., a Nevada
corporation,


E.A.J.
      PM, Inc., a Nevada corporation,


E.A.J.
      Echelon, Inc., a Nevada
corporation,


E.A.J.
      Market East, Inc., a Nevada
corporation,


E.A.J.
      MO, Inc., a Nevada corporation,


E.A.J.
      Syracuse, Inc., a Nevada
corporation,


E.A.J.
      Walnut Street, Inc., a Nevada
corporation,


E.A.J.
      Owings, Inc., a Nevada corporation.


1337855
      Ontario Inc., an Ontario
corporation,


1398926
      Ontario Inc., an Ontario
corporation.





Each of the subsidiaries was organized
to operate a single restaurant.  The Company presently owns and
operates one theme restaurant located in Philadelphia, Pennsylvania and operated
under the subsidiary E.A.J. PHL Airport Inc.  The Company is
attempting to make at least one acquisition during the next 12 months, subject
to the availability of funding.  All restaurants will be located in
high traffic locations.  The restaurants will be modest priced
restaurants catering to the local working and residential population rather than
as a tourist destination.





All administrative activities of the
Company have been conducted by corporate officers from either their home or
shared business offices located at 670 White Plains Road, Suite 120, Scarsdale,
NY 10583.  Currently, there are no outstanding debts owed by the
Company for the use of these facilities and there are no commitments for future
use of the facilities.





OPERATING
LOSSES





The Company has incurred net losses
from operations of approximately $217,000 and $202,000 for the  years
ended December 31, 2007 and December 31, 2006, respectively.  Such
operating losses reflect developmental and other administrative costs for 2007
and 2006.  The Company expects to incur losses in the near future
until profitability is achieved.  The


5


Company’s
operations are subject to numerous risks associated with establishing any new
business, including unforeseen expenses, delays and
complications.  There can be no assurance that the Company will
achieve or sustain profitable operations or that it will be able to remain in
business.





FUTURE
CAPITAL NEEDS AND UNCERTAINTY OF ADDITIONAL FUNDING





Revenues are not yet sufficient to
support the Company’s operating expenses and are not expected to reach such
levels until the company implements a plan of expansion.  Since the
Company’s formation, it has funded its operations and capital expenditures
primarily through private placements of debt and equity
securities.  The Company expects that it will be required to seek
additional financing in the future.  There can be no assurance that
such financing will be available at all or available on terms acceptable to the
Company.





GOVERNMENT
REGULATION





The Company is subject to all pertinent
Federal, State, and Local laws governing its business.  Each Eat at
Joe’s is subject to licensing and regulation by a number of authorities in its
State or municipality.  These may include health, safety, and fire
regulations.  The Company’s operations are also subject to Federal and
State minimum wage laws governing such matters as working conditions, overtime
and tip credits.





RISK
OF LOW-PRICED STOCKS





Rules 15g-1 through 15g-9 promulgated
under the Securities Exchange Act of 1934 (the “Exchange Act”) impose sales
practice and disclosure requirements on certain brokers and dealers who engage
in certain transactions involving “a penny stock.”





Currently, the Company’s Common Stock
is considered a penny stock for purposes of the Exchange Act.  The
additional sales practice and disclosure requirements imposed on certain brokers
and dealers could impede the sale of the Company’s Common Stock in the secondary
market.  In addition, the market liquidity for the Company’s
securities may be severely adversely affected, with concomitant adverse effects
on the price of the Company’s securities.





Under the penny stock regulations, a
broker or dealer selling penny stock to anyone other than an established
customer or “accredited investor” (generally, an individual with net worth in
excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together
with his or her spouse) must make a special suitability determination for the
purchaser and must receive the purchaser’s written consent to the transaction
prior to sale, unless the broker or dealer or the transaction is otherwise
exempt.  In addition, the penny stock regulations require the broker
or dealer to deliver, prior to any transaction involving a penny stock, a
disclosure schedule prepared by the Securities and Exchange Commission (the
“SEC”) relating to the penny stock market, unless the broker or dealer or the
transaction is otherwise exempt.  A broker or dealer is also required
to disclose commissions payable to the broker or dealer and the registered
representative and current quotations for the Securities.  In
addition, a broker or dealer is required to send monthly statements disclosing
recent price information with respect to the penny stock held in a customer’s
account and information with respect to the limited market in penny
stocks.





6


LACK
OF TRADEMARK AND PATENT PROTECTION





The Company relies on a combination of
trade secret, copyright and trademark law, nondisclosure agreements and
technical security measures to protect its products.  Notwithstanding
these safeguards, it is possible for competitors of the company to obtain its
trade secrets and to imitate its products.  Furthermore, others may
independently develop products similar or superior to those developed or planned
by the Company.





COMPETITION





The Company faces competition from a
wide variety of food distributors, many of which have substantially greater
financial, marketing and technological resources than the Company.





EMPLOYEES





As of March 23, 2007, the Company had
approximately 14 employees, none of whom is represented by a labor
union.








ITEM 2   DESCRIPTION OF PROPERTY











All administrative activities of the
Company have been conducted by corporate officers from either their home or
shared business offices located at 670 White Plains Road, Suite 120, Scarsdale,
NY 10583.  Currently, there are no outstanding debts owed by the
Company for the use of these facilities and there are no commitments for future
use of the facilities.





The Company’s wholly-owned subsidiary
E.A.J. PHL Airport, Inc. leases approximately 845 square feet in the
Philadelphia Airport, Philadelphia, Pennsylvania pursuant to a  lease
dated April 30, 1997.  E.A.J. PHL Airport pays $7,083 per month basic
rent plus 15% -18% of gross revenues above $850,000 under the lease which
expires April 2009.








ITEM 3   LEGAL PROCEEDINGS











NONE


7














ITEM 4   SUBMISSION OF MATTERS TO A


VOTE
OF SECURITY HOLDERS











No matters were subject to a vote of
security holders during the year 2007.











8


PART
II





ITEM 5   MARKET FOR COMMON EQUITY AND


RELATED
STOCKHOLDER MATTERS











MARKET
INFORMATION





The Company’s Common Stock is traded on
the NASD’s OTC Bulletin Board under the symbol “JOES.”  The following
table presents the high and low bid quotations for the Common Stock as reported
by the NASD for each quarter during the last two years.  Such prices
reflect inter-dealer quotations without adjustments for retail markup, markdown
or commission, and do not necessarily represent actual
transactions.





2006:
            
            High
            
            LowFirst
      Quarter
            
            $0.020
            
            $0.015Second
      Quarter
            
            $0.100
            
            $0.013Third
      Quarter
            
            $0.025
            
            $0.015Fourth
      Quarter
            
            $0.024
            
            $0.0152007:
            
            High
            
            LowFirst
      Quarter
            
            $0.024
            
            $0.013Second
      Quarter
            
            $0.018
            
            $0.015Third
      Quarter
            
            $0.025
            
            $0.012Fourth
      Quarter
            
            $0.019
            
            $0.010


DIVIDENDS





The Company has never declared or paid
any cash dividends.  It is the present policy of the Company to retain
earnings to finance the growth and development of the business and, therefore,
the Company does not anticipate paying dividends on its Common Stock in the
foreseeable future.





The number of shareholders of record of
the Company’s Common Stock as of December 31, 2007 was approximately
2,490.





On July 29, 2003, the Board of
Directors Resolved to change the authorized capital stock from 50,000,000 common
shares to 250,000,000 common shares.  There was no change to the par
value.





On August 8, 2003, the Board of
Directors resolved to issue 20,000 shares of Series E Convertible Preferred
Stock with a par value of $0.0001 per share to Joseph Fiore as payment for a
$100,000 advance to the company.








9





ITEM 6   MANAGEMENT’S DISCUSSION AND


ANALYSIS
OR PLAN OF OPERATIONS











Plan of Operations -Eat at
Joe's Ltd. Intends to open and operate theme restaurants styled in an "American
Diner" atmosphere where families can eat wholesome, home cooked food in a safe
friendly atmosphere.  Eat at Joe's, the classic American grill, is a
restaurant concept that takes you back to eating in the era when favorite old
rockers were playing on chrome-spangled jukeboxes and neon signs reflected on
shiny tabletops of the 1950's.  Eat at Joe's fulfills the diner dream
with homey ambiance that's affordable while providing food whose quality and
variety is such you can eat there over and over, meal after meal.  To
build on the diner experience, a retail section in each Eat at Joe's would allow
customers to take the good feelings home with them, in the form of 50's
memorabilia.





The Company's expansion strategy is to
open restaurants either through Joint Venture agreements or Company owned
units.  Units may consist of a combination of full service restaurants
or food court locations.  Restaurant construction will take from
90-150 days to complete on a leased site.





In considering site locations, the
Company concentrates on trade demographics, such as traffic volume,
accessibility and visibility.  High Visibility Malls and Strip Malls
in densely populated suburbs are the preferred locations.  The Company
also scrutinizes the potential competition and the profitability of national
restaurant chains in the target market area.  As part of the expansion
program, the Company will inspect and approve each site before approval of any
joint venture or partnership.





A typical food court unit is
approximately 500 square feet, whereas for a full service operation it is
approximately 3,500 square feet.  Food court operation consists of a
limited menu.  A full service restaurant consists of 30-35 tables
seating about 140-150 people.  The bar area will hold 6-8 tables and
seats 30-35 people.





The restaurant industry is an intensely
competitive one, where price, service, location, and food quality are critical
factors.  The Company has many established competitors, ranging from
similar casual-style chains to local single unit operations.  Some of
these competitors have substantially greater financial resources and may be
established or indeed become established in areas where the Eat  at
Joe's Company operates.  The restaurant industry may be affected by
changes in customer tastes, economic, demographic trends, and traffic
patterns.  Factors such as inflation, increased supplies costs and the
availability of suitable employees may adversely affect the restaurant industry
in general and the Eat at Joe's Company Restaurant in
particular.  Significant numbers of the Eat at Joe's personnel are
paid at rates related to the federal minimum wage and accordingly, any changes
in this would affect the Company's labor costs.





10


Over the next twelve months, the
company will maintain operations as they currently exist.  We do not
anticipate the hiring of new full-time employees or the need for additional
funds to satisfy cash requirements.  Expansion within the current
location is not viable, however management may seek to make acquisitions of
established businesses, or, if a desirable location becomes available, we may
elect to expand the concept.  Locations would be sought in heavily
trafficked areas, such as within an airport, train station, etc.  We
have not found any such location as of the date of this filing and no agreements
are in place.





Results of Operations - For
the years ended December 31, 2007 and 2006, the Company had a net loss from
operations of approximately $217,000 and $202,000 respectively.





Total
Revenues - For the years ended December 31, 2007 and 2006, the Company had total
sales of  approximately $1,430,000 and $1,427,000 respectively, for an
increase of approximately $3,000.  Management believes revenues will
continue to grow in the future as airport traffic increases.





Costs and
Expenses - Costs of revenues, which include the costs of food, beverage, and
kitchen supplies increased as a percentage of sales by approximately 3% from
2006 to 2007.  This increase can be
attributed to several factors, including, but not limited to increased food
costs due to the addition of fuel costs and surcharges on the delivery of goods,
increased produce costs caused by weather conditions causing loss of crops,
dairy prices have increased 30-50% due to butterfat differentials and supply
shortages and other food items due to various conditions outside the control of
the company.The cost of labor, rent and other general and administrative
costs, decreased 1% as a percentage of sales.  Management expects this
decrease to continue as revenues increase.  Depreciation and
Amortization expense decreased by 1% of sales during 2007. Management expects
depreciation and amortization to continue to decline until the Company can carry
out its expansion plans.  Depreciation expense will increase as these
plans are completed.





LIQUIDITY
AND CAPITAL RESOURCES





As of December 31, 2007, the Company
has a working capital deficit of approximately $3,085,405.  The
Company's continued existence is dependent upon its ability to execute its
operating plan and to obtain additional debt or equity
financing.  There can be no assurance the necessary debt or equity
financing will be available, or will be available on terms acceptable to the
Company.





Management’s plans include searching
for and opening new restaurants in the future and obtaining additional financing
to fund payment of obligations and to provide working capital for operations and
to finance future growth.  The Company is actively pursuing
alternative financing and has had discussions with various third parties,
although no firm commitments have been obtained.  In the interim,
shareholders of the Company have committed to meeting its operating
expenses.  Management believes these efforts will generate sufficient
cash flows from future operations to pay the Company’s obligations and realize
other assets.  There is no assurance any of these transactions will
occur.





11


The Company has met its capital
requirements through the sale of its Common Stock, Convertible Preferred Stock,
Convertible Debentures  and Notes Payable.





Since the Company's re-activation in
January, 1997, the Company's principal capital  requirements have been
the funding of (i) the development of the Company and its 1950's diner
style  concept, (ii) the construction of its existing units and the
acquisition of the furniture, fixtures and equipment therein and (iii) towards
the development of additional units.





During 2007 and 2006, the Company
generated approximately $737,000 and $624,000 respectfully, in cash from
investing activities from the purchase and sale of marketable equity
securities.  As of December 31, 2007, the company owns marketable
securities valued at approximately $195,000 with $100,314 in corresponding
liabilities.





During 2007 and 2006, the Company has
raised approximately $76,000 and $81,000 through short-term notes payable and
advances from majority stockholders.  The net proceeds to the Company
were used for working capital.  During 2006, the company repaid
$500,000 in shareholder advances from past years.  As of December 31,
2007, approximately $2,328,000 in advances was due to Joseph Fiore, C.E.O. of
the Company.





For the year ended December 31, 2007
and 2006, operating activities used approximately  $115,000 and
$139,000 in cash flow.





After the completion of its expansion
plans, the Company expects future development and expansion will be financed
through cash flow from operations and other forms of financing such as the sale
of additional equity and debt securities, capital leases and other credit
facilities.  There are no assurances that such financing will be
available on terms acceptable or favorable to the Company.





Government Regulations -The
Company is subject to all pertinent Federal, State, and Local laws governing its
business.  Each Eat at Joe's is subject to licensing and regulation by
a number of authorities in its State or municipality.  These may
include health, safety, and fire regulations.  The Company's
operations are also subject to Federal and State minimum wage laws governing
such matters as working conditions, overtime and tip credits.





Critical Accounting Policies
-The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
of the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  Note 1 to the Consolidated
Financial Statements describes the significant accounting policies and methods
used in the preparation of the Consolidated Financial Statements. Estimates are
used for, but not limited to, contingencies and taxes.  Actual results
could differ materially from those estimates. The following critical accounting
policies are impacted significantly by judgments, assumptions, and estimates
used in the preparation of the Consolidated Financial Statements.





12


We are
subject to various loss contingencies arising in the ordinary course of
business.  We consider the likelihood of loss or impairment of an
asset or the incurrence of a liability, as well as our ability to reasonably
estimate the amount of loss in determining loss contingencies.  An
estimated loss contingency is accrued when management concludes that it is
probable that an asset has been impaired or a liability has been incurred and
the amount of the loss can be reasonably estimated.  We regularly
evaluate current information available to us to determine whether such accruals
should be adjusted.





We recognize deferred tax assets
(future tax benefits) and liabilities for the expected future tax consequences
of temporary differences between the book carrying amounts and the tax basis of
assets and liabilities.  The deferred tax assets and liabilities
represent the expected future tax return consequences of those differences,
which are expected to be either deductible or taxable when the assets and
liabilities are recovered or settled.  Future tax benefits have been
fully offset by a 100% valuation allowance as management is unable to determine
that it is more likely than not that this deferred tax asset will be
realized.





Recently Enacted and Proposed
Regulatory Changes - Recently enacted and proposed changes in the laws
and regulations affecting public companies, including the provisions of the
Sarbanes-Oxley Act of 2002 and rules proposed by the SEC and NASDAQ could cause
us to incur increased costs as we evaluate the implications of new rules and
respond to new requirements. The new rules could make it more difficult for us
to obtain certain types of insurance, including directors and officers liability
insurance, and we may be forced to accept reduced policy limits and coverage or
incur substantially higher costs to obtain the same or similar coverage. The
impact of these events could also make it more difficult for us to attract and
retain qualified persons to serve on the Company's board of directors, or as
executive officers. We are presently evaluating and monitoring developments with
respect to these new and proposed rules, and we cannot predict or estimate the
amount of the additional costs we may incur or the timing of such
costs.





In February 2007, the FASB issued SFAS
No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities"
("SFAS 159"). SFAS 159 provides companies with an option to report selected
financial assets and liabilities at fair value. The objective of SFAS 159 is to
reduce both complexity in accounting for financial instruments and the
volatility in earnings caused by measuring related assets and liabilities
differently. Generally accepted accounting principles have required different
measurement attributes for different assets and liabilities that can create
artificial volatility in earnings. The FASB has indicated it believes that SFAS
159 helps to mitigate this type of accounting-induced volatility by enabling
companies to report related assets and liabilities at fair value, which would
likely reduce the need for companies to comply with detailed rules for hedge
accounting. SFAS 159 also establishes presentation and disclosure requirements
designed to facilitate comparisons between companies that choose different
measurement attributes for similar types of assets and
liabilities.  SFAS 159 does not eliminate disclosure requirements
included in other accounting standards, including requirements for disclosures
about fair value measurements included in SFAS 157 and SFAS No. 107,
"Disclosures about Fair Value of Financial Instruments." SFAS 159 is effective
for the Company as of the beginning of fiscal year 2008. The adoption of this
pronouncement is not expected to have an impact on the Company's financial
position, results of operations or cash flows.


13


In December 2007, the FASB issued No.
160, “Noncontrolling Interests in Financial Statements, an amendment of ARB No.
51" (“SFAS 160").  SFAS 160 amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary.  It clarifies that a noncontrolling
interest in a subsidiary is an ownership interest in the consolidated entity
that should be reported as equity in the consolidated financial
statements.  This Statement is effective for fiscal years beginning on
or after December 15, 2008.  Early adoption is not permitted.
Management is currently evaluating the effects of this statement, but it is not
expected to have any impact on the Company’s financial statements.





In December 2007, the FASB issued No.
141(R),  “Business Combinations” (“SFAS 141(R)”.  SFAS
141(R) provides companies with principles and requirements on how an acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, liabilities assumed, and any noncontrolling interest in the acquiree
as well as the recognition and measurement of goodwill acquired in a business
combination. SFAS 141(R) also requires certain disclosures to enable users of
the financial statements to evaluate the nature and financial effects of the
business combination. Acquisition costs associated with the business combination
will generally be expensed as incurred. SFAS 141(R) is effective for business
combinations occurring in fiscal years beginning after December 15, 2008, which
will require the Company to adopt these provisions for business combinations
occurring in fiscal 2009 and thereafter. Early adoption of SFAS 141(R) is not
permitted.  Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company’s financial
statements.





In March 2008, the FASB issued No. 161,
“Disclosures about Derivative Instruments and Hedging Activities, an amendment
of FASB Statement No. 133.  (“SFAS 161").  SFAS 161 requires
enhanced disclosures about an entity's derivative and hedging activities and
thereby improves the transparency of financial reporting.  This
Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. This Statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption.  Management is
currently evaluating the effects of this statement, but it is not expected to
have any impact on the Company’s financial statements.








ITEM 7   FINANCIAL STATEMENTS











The financial statements of the Company
and supplementary data are included beginning immediately preceding the
signature page to this report.  See Item 13for
a list of the financial statements and financial statement schedules
included.





14





ITEM 8   CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS


ON
ACCOUNTING AND FINANCIAL DISCLOSURE











There are not and have not been any
disagreements between the Company and its accountants on any matter of
accounting principles, practices or financial statements
disclosure.








ITEM 8A(T).  CONTROLS AND PROCEDURES











Our management is responsible for
establishing and maintaining adequate internal control over financial reporting
for the company as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act.





Our internal controls framework is
based on the criteria set forth in the Internal Control - Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).  Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may
deteriorate.





Based on their evaluation, as of the
end of the period covered by this Annual Report on Form 10-KSB, the principal
executive officer and principal financial officer of Eat at Joe’s, Ltd. have
concluded that Eat at Joe’s Ltd.’s disclosure controls and procedures are
effective in ensuring that the information required to be disclosed by the
Company in reports that it files or submits under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms.





This annual report does not include an
attestation report of the company’s registered public accounting firm regarding
internal control over financial reporting. Management’s report was not subject
to attestation by the Company’s registered public accounting firm pursuant to
temporary rules of the SEC that permit the Company to provide only management’s
report in this annual report.





There were no changes in our internal
control over financial reporting during the quarter ended December 31, 2007 that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.


15





ITEM 8B.  OTHER INFORMATION











None





16


PART
III





ITEM 9   DIRECTORS EXECUTIVE OFFICERS, PROMOTERS
AND


CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF


THE
EXCHANGE ACT











Executive
Officers and Directors





The following table sets forth the
name, age, and position of each executive officer and director of the
Company:





Director's Name
            Age
            Office
            Term ExpiresJoseph
      Fiore
            46
            Chief
      Executive Officer, Chief Financial Officer, Chairman of the Board of
      Directors, and Secretary
            Next
      Annual MeetingJames
      Mylock, Jr.
            41
            Director
            Next
      Annual MeetingTim
      Matula
            47
            Director
            Next
      Annual MeetingGino
      Naldini
            56
            President
      and Chief Operating Officer
            Next
      Annual Meeting





Joseph Fiore has been
Chairman, Chief Executive Officer, and Chief Financial Officer since October,
1996. In 1982,  Mr. Fiore formed East
Coast  Equipment  and Supply Co.,  Inc., a
restaurant  supply company that he still owns.  Between 1982
and 1993, Mr. Fiore established 9 restaurants  (2 owned and
7  franchised)  which  featured a 1950's theme
restaurant concept offering a traditional  American menu.





James Mylock,
Jr.  has
worked  with  Joseph  Fiore
in  marketing  and  business development since
graduating from the State University of New York at Buffalo in
1990.





Tim Matula
joined  Shearson  Lehman  Brothers as a
financial  consultant in 1992. In 1994 he
joined  Prudential  Securities  and when he
left  Prudential in 1997, he was Associate Vice President,
Investments, Quantum Portfolio Manager.





17


Gino Naldini became President
and Chief Operating Officer of the Company in December, 1998. From 1967 through
1998, Mr. Naldini held various senior executive
positions  with  Toronto-based  CARA  Operations,  operator  of  more  than  400
restaurants.  The restaurants operated by CARA include Swiss Chalet,
operator of chicken rotisserie  restaurants and
Harvey's,  Canada's second largest hamburger chain. Mr. Naldini's last
held position with CARA was that of Senior Director of Operations.





The Company's Certificate of
Incorporation provides that the board of directors shall consist of from one to
nine members as elected by the shareholders.  Each director shall hold
office until the next annual meeting of stockholders and until his successor
shall have been elected and qualified.





Board
Meetings and Committees





The Directors and Officers will not
receive remuneration from the Company until a subsequent offering has been
successfully completed, or cash flow from operating permits, all in the
discretion of the Board of Directors.  Directors may be paid their
expenses, if any, of attendance at such meeting of the Board of Directors, and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as Director.  No such payment shall preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor.  No compensation has been paid to the
Directors.  The Board of Directors may designate from among its
members an executive committee and one or more other committees.  No
such committees have been appointed.





Compliance
with Section 16(a) of the Exchange Act





Based solely upon a review of forms 3,
4, and 5 and amendments thereto, furnished to the Company during or respecting
its last fiscal year, no director, officer, beneficial owner of more than 10% of
any class of equity securities of the Company or any other person known to be
subject to Section 16 of the Exchange Act of 1934, as amended, failed to file on
a timely basis reports required by Section 16(a) of the Exchange Act for the
last fiscal year.





Audit
Committee Financial Expert





The Company's board of directors does
not have an "audit committee financial expert," within the meaning of such
phrase under applicable regulations of the Securities and Exchange Commission,
serving on its audit committee. The board of directors believes that all members
of its audit committee are financially literate and experienced in business
matters, and that one or more members of the audit committee are capable of (i)
understanding generally accepted accounting principles ("GAAP") and financial
statements, (ii) assessing the general application of GAAP principles in
connection with our accounting for estimates, accruals and reserves, (iii)
analyzing and evaluating our financial statements, (iv) understanding our
internal controls and procedures for financial reporting; and (v) understanding
audit committee functions, all of which are attributes of an audit committee
financial expert. However, the board of directors believes that there is not any
audit committee member who has obtained these attributes through the experience
specified in the SEC's definition of "audit committee financial expert."
Further, like


18


many
small companies, it is difficult for the Company to attract and retain board
members who qualify as "audit committee financial experts," and competition for
these individuals is significant. The board believes that its current audit
committee is able to fulfill its role under SEC regulations despite not having a
designated "audit committee financial expert."








ITEM 10   EXECUTIVE COMPENSATION











None of the executive officer’s salary
and bonus exceeded $100,000 during any of the Company’s last two fiscal
years.





Employment
Agreements





Effective January 1, 1997, the Company
entered into an employment Agreement with Joseph Fiore (the “Fiore Employment
Agreement”) under which Joseph Fiore serves as chairman of the board and chief
executive officer of the Company. Pursuant to the Fiore Employment Agreement,
Mr. Fiore was to be paid $50,000 in 1997 and $75,000 in
1998.   In addition, Mr. Fiore will receive family health
insurance coverage until age 70 and life insurance coverage until age 70 with a
death benefit of $1,000,000 and the use of an automobile, with all expenses
associated with the maintenance and operation of the automobile paid by the
Corporation.  Mr. Fiore deferred all salaries and benefits under this
agreement until the Company reaches profitability.








ITEM 11   SECURITY OWNERSHIP OF BENEFICIAL
OWNERS


AND
MANAGEMENT











Principal
Shareholders





The table below sets forth information
as to each person owning of record or who was known by the Company to own
beneficially more than 5% of the 90,577,710 shares of issued and outstanding
Common Stock of the Company as of December 31, 2007 and information as to the
ownership of the Company's Stock by each of its directors and executive officers
and by the directors and executive officers as a group.  Except as
otherwise indicated, all shares are owned directly, and the persons named in the
table have sole voting and investment power with respect to shares shown as
beneficially owned by them.


19





# ofName and Address
            Nature of
            Sharesof Beneficial Owners
            Ownership
            Owned
            PercentDirectorsJoseph
      Fiore
            Common
      Stock
            57,476,606
      *
            63%All
      Executive Officers and Directors as a Group (5 persons)
            Common
      Stock
            59,205,581
      **
            65%





*
            Includes
      49,143,273 shares of common stock and 2 shares (convertible to 8,333,333
      common shares) of Series E convertible preferred shares on an as if
      converted basis.





**
            Includes
      50,872,248 shares of common stock and 2 shares (convertible to 8,333,333
      common shares) of Series E convertible preferred shares on an as if
      converted basis.








ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS











During 2007 and 2006, Joseph Fiore,
C.E.O. of the Company, and Berkshire Capital, which is controlled by Mr. Fiore,
paid expenses and made advances to the Company.  All expenses paid on
behalf of the company have been recorded in the consolidated statements of
operations in the period paid.  As of December 31, 2007 and 2006,
$2,327,577 and $1,051,585 (including interest at 6%) in advances was due to
these related parties.





On August 8, 2003, the Board resolved
to enter into an agreement with Berkshire Capital Management Co., Inc., a
related party, for the purpose of utilizing the Company’s tax loss carry forward
to sell Berkshire’s acquired free trading stock in other public
companies.  During 2007 and 2006, pursuant to the agreement, the
Company acquired marketable securities valued at $0 and $37,000, respectively,
(based on quoted market prices) in exchange for accounts payable of $0 and
$29,600, respectively, with the remainder being reported as contributed capital
of $0 and $7,400, respectively.  During 2007 and 2006, the Company has
sold marketable securities acquired under this agreement for $300,731 and
$822,729, respectively, and recorded a net loss on sale of $337,202 and $228,462
for 2006, respectively.  On December 28, 2007, the Company returned
1,000,000 shares of marketable securities previously acquired under this
agreement.  As of December 31, 2007 and 2006, the remaining securities
acquired under this agreement are recorded in the accompanying Balance Sheets at
their quoted market value of $27,759 and $226,138, respectively and related
party accounts payable include $100,314 and $1,087,068, respectively, due to
Berkshire Capital.





On May 16, 2007, the Company acquired
3,000,000 shares of Sustainable Power Corp. From Berkshire Capital Management in
exchange for a demand note in the amount of $210,000, carrying an interest rate
of 6% A.P.R.


20


On May 16, 2007, 45,529,411 restricted
shares of Eat at Joe’s, LTD were issued by the Board of Directors to Berkshire
Capital Management Co, Inc at $0.015 per share in satisfaction of $682,941.00 in
related party accounts payable due to Berkshire Capital Management.





On June 14, 2007, the Company acquired
1,000,000 shares of International Oil & Gas Holdings Corp. From Berkshire
Capital Management in exchange for a demand note in the amount of $125,000,
carrying an interest rate of 6% A.P.R.





On July 17, 2007, the Company acquired
3,000,000 shares of International Oil & Gas Holdings Corp. From Berkshire
Capital Management in exchange for a demand note in the amount of $465,000,
carrying an interest rate of 6% A.P.R.





On August 22, 2007, the Company
acquired 2,000,000 shares of International Oil & Gas Holdings Corp. From
Berkshire Capital Management in exchange for a demand note in the amount of
$160,000, carrying an interest rate of 6% A.P.R.





On September 20, 2007, the Company
acquired 1,000,000 shares of International Oil & Gas Holdings Corp. From
Berkshire Capital Management in exchange for a demand note in the amount of $
55,000, carrying an interest rate of 6% A.P.R.








ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K














(a)
            The
      following documents are filed as part of this
  report.








1.     Financial
      Statements
            PageReport of Independent Registered  Public
      Accountants
            F-1Consolidated Balance Sheets, December 31, 2007 and
      2006
            F-3Consolidated Statements of Operations, For The Years Ended
      December 31, 2007 and 2006
            F-5Consolidated Statement of Changes in Stockholders’ Equity and
      Comprehensive Income, For The Years Ended December 31, 2007 and
      2006
            F-6Consolidated Statements of Cash Flows, For The Years Ended
      December 31, 2007 and 2006
            F-7Notes to Consolidated Financial Statements
            F-8








21





2.
            Exhibits





The following exhibits are included as
part of this report:





Exhibit Number
            Title of Document3.1
            Articles
      of Incorporation(1)3.2
            By-laws(1)3.3
            Amended
      Articles of Incorporation(1)4.1
            Form
      of Warrant Agreement(1)10.1
            Lease
      Information Form between E.A.J. PHL, Airport, Inc. and Marketplace Redwood
      Limited Partnership(1)10.2
            Registration
      of trade name for Eat at Joe's(1)10.2
            Registration
      Rights Agreement(1)21
            Subsidiaries
      of the Company(1)31
            Certification Pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002.32
            Certification Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.





(1)
Incorporated by reference.





(a)
            No
      reports on Form 8-K were filed.








Item 14.  Principal Accountant Fees and
Services











The following is a summary of the fees
billed to us by Robison, Hill & Company for professional services rendered
during the years ended December 31, 2007 and 2006:





Service
            
            2007
            
            
            2006Audit
      Fees
            
            $
            28,008
            
            
            $
            19,405Audit-Related
      Fees
            
            
            -
            
            
            
            -Tax
      Fees
            
            
            1,762
            
            
            
            1,553All
      Other Fees
            
            
            -
            
            
            
            -Total
            
            $
            29,770
            
            
            $
            20,958





Audit Fees. Consists of fees
billed for professional services rendered for the audits of our consolidated
financial statements, reviews of our interim consolidated financial statements
included in quarterly reports, services performed in connection with filings
with the Securities & Exchange Commission and related comfort letters and
other services that are normally provided by Robison, Hill & Company in
connection with statutory and regulatory filings or engagements.





22


Tax Fees. Consists of fees
billed for professional services for tax compliance, tax advice and tax
planning. These services include assistance regarding federal, state and local
tax compliance and consultation in connection with various transactions and
acquisitions.





Audit Committee Pre-Approval
of Audit and Permissible Non-Audit Services of Independent
Auditors





The Audit Committee, is to pre-approve
all audit and non-audit services provided by the independent auditors. These
services may include audit services, audit-related services, tax services and
other services as allowed by law or regulation. Pre-approval is generally
provided for up to one year and any pre-approval is detailed as to the
particular service or category of services and is generally subject to a
specifically approved amount. The independent auditors and management are
required to periodically report to the Audit Committee regarding the extent of
services provided by the independent auditors in accordance with this
pre-approval and the fees incurred to date. The Audit Committee may also
pre-approve particular services on a case-by-case basis.





The Audit Committee pre-approved 100%
of the Company’s 2007 audit fees, audit-related fees, tax fees, and all other
fees to the extent the services occurred after May 6, 2004, the effective date
of the Securities and Exchange Commission’s final pre-approval
rules.





23







































EAT AT JOE’S LTD. AND
SUBSIDIARIES








-
: -





INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS’ REPORT





DECEMBER 31, 2007 AND
2006









































TABLE OF CONTENTS








Report of Independent Registered  Public
      Accountants
            F-1Consolidated Balance Sheets,December 31, 2007 and
      2006
            F-3Consolidated Statements of Operations,For The Years Ended December 31,
      2007 and 2006
            F-5Consolidated Statement of Changes in Stockholders’ Equity and
      Comprehensive Income,For The Years Ended December 31,
      2007 and 2006
            F-6Consolidated Statements of Cash Flows, For The Years
      EndedDecember 31, 2007 and
      2006
            F-7Notes to Consolidated Financial Statements
            F-8



















Robison,
      Hill & Co.
              
              
              
              Certified
      Public AccountantsA
      PROFESSIONAL CORPORATIONBrent
      M. Davies, CPADavid
      O. Seal, CPAW.
      Dale Westenskow, CPABarry
      D. Loveless, CPAStephen
      M. Halley, CPA








REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS





Board of
Directors and Stockholders


Eat At
Joe’s Ltd.





We have
audited the accompanying consolidated balance sheets of Eat At Joe’s Ltd., and
subsidiaries (a Delaware corporation) as of December 31, 2007, and 2006 and the
related consolidated statements of operations, changes in stockholders' equity
and comprehensive income, and cash flows for each of the years in the two-year
period ended December 31, 2007.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our
audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Eat At Joe’s Ltd., and
subsidiaries  as of December 31, 2007,  and 2006, and the
results of its operations and its cash flows for each of the years in the
two-year period ended December 31, 2007, in conformity with accounting
principles generally accepted in the United States of America.








F -
1





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has suffered recurring losses from operations and has a
net capital deficiency that raise substantial doubt about its ability to
continue as a going concern.  Management’s plans in regard to these
matters are also described in Note 1.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.








/s/ Robison, Hill &
Co,


Certified
Public Accountants





Salt Lake
City, Utah


March 20,
2008





F -
2





EAT AT
JOE’S LTD., AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS


DECEMBER
31, 2007 AND 2006











2007
            
            
            2006ASSETSCurrent
      Assets:Cash
      and cash equivalents
            
            $
            1,543,465
            
            
            $
            846,062Receivables
            
            
            5,058
            
            
            
            2,898Inventory
            
            
            6,900
            
            
            
            6,900Prepaid
      expense
            
            
            519
            
            
            
            10,055Marketable
      Securities
            
            
            194,615
            
            
            
            234,538Total
      Current Assets
            
            
            1,750,557
            
            
            
            1,100,453Property
      and equipment:Equipment
            
            
            118,503
            
            
            
            116,954Furniture
      & Fixtures
            
            
            3,964
            
            
            
            3,964Leasehold
      improvements
            
            
            381,133
            
            
            
            376,165503,600
            
            
            
            497,083Less
      accumulated depreciation
            
            
            (488,796
            )
            
            
            (458,770
            )Total
      Property & Equipment
            
            
            14,804
            
            
            
            38,313Other
      Assets:Intangible
      and other assets net ofamortization
      of $152,754 and $137,270for
      2007 and 2006, respectively
            
            
            2,083
            
            
            
            17,567Total
      Other Assets
            
            
            2,083
            
            
            
            17,567TOTAL
      ASSETS
            
            $
            1,767,444
            
            
            $
            1,156,333








F -
3





EAT AT
JOE’S LTD., AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS


DECEMBER
31, 2007 AND 2006


(Continued)











2007
            
            
            2006LIABILITIESCurrent
      Liabilities:Accounts
      payable and accrued liabilities
            
            $
            191,499
            
            
            $
            186,440Related
      party accounts payable
            
            
            100,314
            
            
            
            1,087,068Short-term
      notes payable
            
            
            172,870
            
            
            
            274,585Shareholders
      loans
            
            
            2,327,577
            
            
            
            1,051,585Convertible
      Debentures
            
            
            2,043,702
            
            
            
            2,043,702Total
      Current Liabilities
            
            
            4,835,962
            
            
            
            4,643,380STOCKHOLDERS
      EQUITYPreferred
      stock - $0.0001 par value.10,000,000
      shares authorized;20,000
      Series E shares issued and outstanding
            
            
            2
            
            
            
            2Common
      Stock - $0.0001 par value.250,000,000
      shares authorized;90,577,710
      issued and outstanding.
            
            
            9,058
            
            
            
            4,505Additional
      paid-in capital
            
            
            13,034,115
            
            
            
            12,355,727Unrealized
      Losses on available-for-sale securities
            
            
            (503,633
            )
            
            
            (803,850
            )Retained
      deficit
            
            
            (15,608,060
            )
            
            
            (15,043,431
            )Total
      Stockholders’ Equity
            
            
            (3,068,518
            )
            
            
            (3,487,047
            )TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            1,767,444
            
            
            $
            1,156,333











The
accompanying notes are an integral part of these financial
statements.





F -
4





EAT AT
JOE’S LTD., AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF OPERATIONS


YEARS
ENDED DECEMBER 31, 2007, AND 2006





2007
            
            
            2006Revenues
            
            $
            1,429,689
            
            
            $
            1,427,206Cost
      of Revenues
            
            
            634,820
            
            
            
            583,869Gross
      Margin
            
            
            794,869
            
            
            
            843,337ExpensesLabor
      and Related Expenses
            
            
            438,653
            
            
            
            385,971Rent
            
            
            191,504
            
            
            
            204,893Depreciation
      and Amortization
            
            
            45,510
            
            
            
            58,752Other
      General and Administrative
            
            
            336,398
            
            
            
            396,124Total
      Operating Expenses
            
            
            1,012,065
            
            
            
            1,045,740Net
      Loss from Continuing Operations
            
            
            (217,196
            )
            
            
            (202,403
            )Other
      Income (Expense)Interest
      income
            
            
            42,184
            
            
            
            23,887Dividend
      income
            
            
            3,824
            
            
            
            3,104Interest
      expense
            
            
            (83,776
            )
            
            
            (59,298
            )Gain
      (Loss) on sale of Marketable Securities
            
            
            (307,947
            )
            
            
            (228,462
            )Net
      Other Income (Expense)
            
            
            (345,715
            )
            
            
            (260,769
            )Net
      Loss Before Income Taxes
            
            
            (562,911
            )
            
            
            (463,172
            )Income
      Tax (Expense) Benefit
            
            
            (1,718
            )
            
            
            (2,430
            )Net
      Loss
            
            $
            (564,629
            )
            
            $
            (465,602
            )Basic
      Loss Per Common Share:
            
            $
            (0.01
            )
            
            $
            (0.01
            )Weighted
      Average Number of Common Shares
            
            
            73,613,327
            
            
            
            45,048,299








The
accompanying notes are an integral part of these financial
statements.








F -
5





EAT AT
JOE’S LTD. AND SUBSIDIARIES


CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY


AND
COMPREHENSIVE INCOME


YEARS
ENDED DECEMBER 31, 2007, AND 2006


Additional
            
            
            UnrealizedPreferred
      Stock
            
            
            Common
      Stock
            
            
            Paid-in
            
            
            Gains
      (Loses)
            
            
            RetainedShares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Capital
            
            
            on
      Securities
            
            
            Deficit
            
            
            TotalBalance
      at January 1, 2006
            
            
            20,000
            
            
            $
            2
            
            
            
            45,048,299
            
            
            $
            4,505
            
            
            $
            12,348,327
            
            
            $
            (1,069,924
            )
            
            $
            (14,577,829
            )
            
            $
            (3,294,919
            )Contributed
      Capital
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            7,400
            
            
            
            -
            
            
            
            -
            
            
            
            7,400Net
      Loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (465,602
            )
            
            
            (465,602
            )Unrealized
      Loss onavailable-for-sale
      securities
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            266,074
            
            
            
            -
            
            
            
            266,074Total
      Comprehensive Loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            266,074
            
            
            
            (465,602
            )
            
            
            (199,528
            )Balance
      at December 31, 2006
            
            
            20,000
            
            
            
            2
            
            
            
            45,048,299
            
            
            
            4,505
            
            
            
            12,355,727
            
            
            
            (803,850
            )
            
            
            (15,043,431
            )
            
            
            (3,487,047
            )Shares
      Issued in exchange forrelated
      party accounts payable
            
            
            -
            
            
            
            -
            
            
            
            45,529,411
            
            
            
            4,553
            
            
            
            678,388
            
            
            
            -
            
            
            
            -
            
            
            
            682,941Net
      Loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (564,629
            )
            
            
            (564,629
            )Unrealized
      Gain (Loss) onavailable-for-sale
      securities
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            300,217
            
            
            
            -
            
            
            
            300,217Total
      Comprehensive Loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            300,217
            
            
            
            (564,629
            )
            
            
            (264,412
            )Balance
      at December 31, 2007
            
            
            20,000
            
            
            $
            2
            
            
            
            90,577,710
            
            
            $
            9,058
            
            
            $
            13,034,115
            
            
            $
            (503,633
            )
            
            $
            (15,608,060
            )
            
            $
            (3,068,518
            )


The
accompanying notes are an integral part of these financial
statements.








F -
6





EAT AT
JOE’S LTD. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CASH FLOWS


YEARS
ENDED DECEMBER 31, 2007, AND 2006





2007
            
            
            2006Cash
      Flows From Operating ActivitiesNet
      loss for the period
            
            $
            (564,629
            )
            
            $
            (465,602
            )Adjustments
      to reconcile net loss to net cash
              Provided
      by operating activitiesDepreciation
      and Amortization
            
            
            45,510
            
            
            
            58,752(Gain)
      Loss on sale of marketable securities
            
            
            307,947
            
            
            
            228,462Decrease
      (Increase) in Receivables
            
            
            (2,160
            )
            
            
            (675
            )Decrease
      (Increase) in prepaid expense
            
            
            9,536
            
            
            
            (9,449
            )Increase
      (Decrease) in accrued interest payable
            
            
            83,776
            
            
            
            59,298Increase
      (Decrease) in accounts payable & accrued liabilities
            
            
            5,059
            
            
            
            (10,134
            )Net
      Cash Provided by (Used in) Operating Activities
            
            
            (114,961
            )
            
            
            (139,348
            )Cash
      Flows From Investing ActivitiesPurchase
      of marketable securities
            
            
            (287,083
            )
            
            
            (187,182
            )Proceeds
      from sale of marketable securities
            
            
            1,030,464
            
            
            
            822,729Purchase
      of property and equipment
            
            
            (6,517
            )
            
            
            (11,688
            )Net
      Cash Provided by (Used in) Investing Activities
            
            
            736,864
            
            
            
            623,859Cash
      Flows From Financing ActivitiesAdvances
      from majority stockholders
            
            
            75,500
            
            
            
            80,800Repayments
      of notes and advances
            
            
            -
            
            
            
            (500,000
            )Net
      Cash Provided by Financing Activities
            
            
            75,500
            
            
            
            (419,200
            )Increase
      (Decrease) in Cash
            
            
            697,403
            
            
            
            65,311Cash
      at beginning of period
            
            
            846,062
            
            
            
            780,751Cash
      at End of Period
            
            $
            1,543,465
            
            
            $
            846,062Supplemental
      Disclosure of
              Interest
      and Income Taxes PaidInterest
      paid during the period
            
            $
            -
            
            
            $
            65,386Income
      taxes paid during the period
            
            $
            2,430
            
            
            $
            1,631Supplemental
      Disclosure of Non-cash
              Investing
      and Financing ActivitiesMarketable
      Securities acquired through related party notes
            
            $
            1,015,000
            
            
            $
            -Marketable
      Securities acquired through related party payables
            
            $
            -
            
            
            $
            29,600Marketable
      Securities acquired through contributed capital
            
            $
            -
            
            
            $
            7,400Marketable
      Securities exchanged for related party payables
            
            $
            12,000
            
            
            $
            -Common
      Stock issued for related party accounts payable
            
            $
            682,941
            
            
            $
            -


The
accompanying notes are an integral part of these financial
statements.








F -
7





EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2007, AND 2006





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





This summary of accounting policies for
Eat At Joe’s, Ltd. and subsidiaries is presented to assist in understanding the
Company's financial statements.  The accounting policies conform to
generally accepted accounting principles and have been consistently applied in
the preparation of the financial statements.





Organization





Eat At Joe’s Ltd. (Company) was
incorporated on January 6, 1988, under the laws of the State of Delaware, as a
wholly-owned subsidiary of Debbie Reynolds Hotel and Casino, Inc. (DRHC)
(formerly Halter Venture Corporation or Halter Racing Stables, Inc.) a
publicly-owned corporation.  DRHC caused the Company to register
1,777,000 shares of its initial 12,450,000 issued and outstanding shares of
common stock with the Securities and Exchange Commission on Form
S-18.  DRHC then distributed the registered shares to DRHC
stockholders.





During the period September 30, 1988 to
December 31, 1992, the Company remained in the development stage while
attempting to enter the mining industry.  The Company acquired certain
unpatented mining claims and related equipment necessary to mine, extract,
process and otherwise explore for kaolin clay, silica, feldspar, precious
metals, antimony and other commercial minerals from its majority stockholder and
other unrelated third-parties.  The Company was unsuccessful in these
start-up efforts and all activity was ceased during 1992 as a result of
foreclosure on various loans in default and/or the abandonment of all
assets.  From 1992 until 1996 the Company had no operations, assets or
liabilities.





On July 29, 2003, the Board of
Directors Resolved to change the authorized capital stock from 50,000,000 common
shares to 250,000,000 common shares.  There was no change to the par
value.





Basis of
Presentation





The Company’s consolidated 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.  The consolidated financial statements do not include any
adjustment relating to recoverability and classification of recorded amounts of
assets and liabilities that might be necessary should the Company be unable to
continue as a going concern.








F -
8





EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2007, AND 2006


(Continued)





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Basis of Presentation
(continued)





The Company has incurred a net loss for
the years ended December 31, 2007 and 2006 of $564,629 and $465,602,
respectively, and the Company used cash of $114,961 and $139,348 in operating
activities for the years ended December 31, 2007 and 2006,
respectively.  As of December 31, 2007, the Company had a working
capital deficit of $3,085,405.  These conditions raise substantial
doubt as to the Company's ability to continue as a going concern.





The Company's continued existence is
dependent upon its ability to execute its operating plan and to obtain
additional debt or equity financing.  There can be no assurance the
necessary debt or equity financing will be available, or will be available on
terms acceptable to the Company.





Management plans include searching for
and opening new restaurants in the future and obtaining additional financing to
fund payment of obligations and to provide working capital for operations and to
finance future growth.  The Company is actively pursuing alternative
financing and has had discussions with various third parties, although no firm
commitments have been obtained.  In the interim, shareholders of the
Company have committed to meeting its operating expenses.  Management
believes these efforts will generate sufficient cash flows from future
operations to pay the Company’s obligations and realize other
assets.  There is no assurance any of these transactions will
occur.





Nature of
Business





The Company is developing, owns and
operates a theme restaurant styled in an “American Diner”
atmosphere.





Principles of
Consolidation





The consolidated financial statements
include the accounts of Eat At Joe’s, LTD. And its wholly-owned subsidiaries,
E.A.J. Hold, Inc., a Nevada corporation (“Hold”),  E.A.J. PHL Airport,
Inc., a Pennsylvania corporation, E.A.J. Shoppes, Inc., a Nevada corporation,
E.A.J. Cherry Hill, Inc., a Nevada corporation, E.A.J. Neshaminy, Inc., a Nevada
corporation, E.A.J. PM, Inc., a Nevada corporation, E.A.J. Echelon, Inc., a
Nevada corporation, E.A.J. Market East, Inc., a Nevada corporation, E.A.J. MO,
Inc., a Nevada corporation, E.A.J. Syracuse, Inc., a Nevada corporation, E.A.J.
Walnut Street, Inc., a Nevada corporation, E.A.J. Owings, Inc., a Nevada
corporation, and 1398926 Ontario, Inc. and 1337855 Ontario, Inc., British
Columbia corporations.  All significant intercompany accounts and
transactions have been eliminated.





F -
9





EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2007, AND 2006


(Continued)





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Inventories





Inventories consist of food, paper
items and related materials and are stated at the lower of cost (first-in,
first-out method) or market.





Revenue
Recognition





The Company generates revenue from the
sale of food and beverage though its restaurants.  Revenue is
recognized upon receipt of payment.





Income
Taxes





The Company accounts for income taxes
under the provisions of SFAS No. 109, “Accounting for Income
Taxes.”  SFAS No.109 requires recognition of deferred income tax
assets and liabilities for the expected future income tax consequences, based on
enacted tax laws, of temporary differences between the financial reporting and
tax bases of assets and liabilities.





Cash and Cash
Equivalents





For purposes of the statement of cash
flows, the Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents to the extent the funds
are not being held for investment purposes.





Depreciation





Office furniture, equipment and
leasehold improvements, are stated at cost.  Depreciation and
amortization are computed using the straight-line method over the estimated
economic useful lives of the related assets as follows:





Furniture
      & Fixtures
            5-10
      yearsEquipment
            5-  7
      yearsLeasehold
      improvements
            8-15
      years





Maintenance and repairs are charged to
operations; betterments are capitalized.  The cost of property sold or
otherwise disposed of and the accumulated depreciation thereon are eliminated
from the property and related accumulated depreciation accounts, and any
resulting gain or loss is credited or charged to income.  Depreciation
expense for the years ended December 31, 2007 and 2006, was $30,026 and $43,268
respectively.





F -
10





EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2007, AND 2006


(Continued)





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Amortization





Intangible assets consist of a
trademark registered with the United States of America Patent and Trademark
Office with a registration No. 1575696.  Intangible assets are
amortized over their estimated useful life of 10 years.  Amortization
expense for the years ended December 31, 2007 and 2006 was $15,484 and $15,484,
respectively.  Amortization expense for each of the next succeeding
five years is expected to be $2,083, all which will be recorded in
2008.





The Company has adopted the Financial
Accounting Standards Board SFAS No., 142,  “Goodwill and Other
Intangible Assets.”  SFAS 142 requires, among other things, that
companies no longer amortize goodwill, but instead test goodwill for impairment
at least annually.  In addition, SFAS 142 requires that the Company
identify reporting units for the purposes of assessing potential future
impairments of goodwill, reassess the useful lives of other existing recognized
intangible assets, and cease amortization of intangible assets with an
indefinite useful life.  An intangible asset with an indefinite useful
life should be tested for impairment in accordance with the guidance in SFAS
142.





The Company has adopted Financial
Accounting Standards Board Statement No. 144.  SFAS 144 requires that
long-lived assets, such as property, plant, and equipment, and purchased
intangibles subject to amortization, are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable.  Recoverability of assets to be held and used is
measured by comparison of the carrying amount of an asset to estimated
undiscounted future cash flows expected to be generated by the
asset.  If the carrying amount of an asset exceeds its estimated
future cash flows, an impairment charge is recognized by the amount by which the
carrying amount of the asset exceeds the fair value of the asset.





Assets to be disposed of would be
separately presented in the balance sheet and reported at the lower of the
carrying amount or fair value less costs to sell, and are no longer depreciated.
The assets and liabilities of a disposed group classified as held for sale would
be presented separately in the appropriate asset and liability sections of the
balance sheet.








F -
11





EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2007, AND 2006


(Continued)





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Recent Accounting
Standards





In February 2007, the FASB issued SFAS
No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities"
("SFAS 159"). SFAS 159 provides companies with an option to report selected
financial assets and liabilities at fair value. The objective of SFAS 159 is to
reduce both complexity in accounting for financial instruments and the
volatility in earnings caused by measuring related assets and liabilities
differently. Generally accepted accounting principles have required different
measurement attributes for different assets and liabilities that can create
artificial volatility in earnings. The FASB has indicated it believes that SFAS
159 helps to mitigate this type of accounting-induced volatility by enabling
companies to report related assets and liabilities at fair value, which would
likely reduce the need for companies to comply with detailed rules for hedge
accounting. SFAS 159 also establishes presentation and disclosure requirements
designed to facilitate comparisons between companies that choose different
measurement attributes for similar types of assets and
liabilities.  SFAS 159 does not eliminate disclosure requirements
included in other accounting standards, including requirements for disclosures
about fair value measurements included in SFAS 157 and SFAS No. 107,
"Disclosures about Fair Value of Financial Instruments." SFAS 159 is effective
for the Company as of the beginning of fiscal year 2008. The adoption of this
pronouncement is not expected to have an impact on the Company's financial
position, results of operations or cash flows.





In December 2007, the FASB issued No.
160, “Noncontrolling Interests in Financial Statements, an amendment of ARB No.
51" (“SFAS 160").  SFAS 160 amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary.  It clarifies that a noncontrolling
interest in a subsidiary is an ownership interest in the consolidated entity
that should be reported as equity in the consolidated financial
statements.  This Statement is effective for fiscal years beginning on
or after December 15, 2008.  Early adoption is not permitted.
Management is currently evaluating the effects of this statement, but it is not
expected to have any impact on the Company’s financial statements.











F -
12





EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2007, AND 2006


(Continued)





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Recent Accounting Standards
(Continued)





In December 2007, the FASB issued No.
141(R),  “Business Combinations” (“SFAS 141(R)”.  SFAS
141(R) provides companies with principles and requirements on how an acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, liabilities assumed, and any noncontrolling interest in the acquiree
as well as the recognition and measurement of goodwill acquired in a business
combination. SFAS 141(R) also requires certain disclosures to enable users of
the financial statements to evaluate the nature and financial effects of the
business combination. Acquisition costs associated with the business combination
will generally be expensed as incurred. SFAS 141(R) is effective for business
combinations occurring in fiscal years beginning after December 15, 2008, which
will require the Company to adopt these provisions for business combinations
occurring in fiscal 2009 and thereafter. Early adoption of SFAS 141(R) is not
permitted.Management
is currently evaluating the effects of this statement, but it is not expected to
have any impact on the Company’s financial statements.





In March 2008, the FASB issued No. 161,
“Disclosures about Derivative Instruments and Hedging Activities, an amendment
of FASB Statement No. 133.  (“SFAS 161").  SFAS 161 requires
enhanced disclosures about an entity's derivative and hedging activities and
thereby improves the transparency of financial reporting.  This
Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. This Statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption.  Management is
currently evaluating the effects of this statement, but it is not expected to
have any impact on the Company’s financial statements.





Earnings (Loss) Per
Share





Basic loss per share has been computed
by dividing the loss for the year applicable to the common stockholders by the
weighted average number of common shares outstanding during the
years.





Diluted  net income per
common share was calculated based on an increased number of shares that would be
outstanding assuming that the preferred shares were converted to 8,333,333 and
6,024,096 common shares as of December 31, 2007 and 2006,
respectively.  The effect of outstanding common stock equivalents are
anti-dilutive for 2007 and 2006 and are thus not considered.








F -
13





EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2007, AND 2006


(Continued)





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Pervasiveness of
Estimates





The preparation of financial statements
in conformity with generally accepted accounting principles required management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.





Concentration of Credit
Risk





The Company has no significant
off-balance-sheet concentrations of credit risk such as foreign exchange
contracts, options contracts or other foreign hedging
arrangements.  The Company maintains the majority of its cash balances
with one financial institution, in the form of demand deposits in excess of
federally insured limits.





Reclassifications





Certain reclassifications have been
made in the 2006 financial statements to conform with the 2007
presentation.





Fair Value of Financial
Instruments





The carrying value of the Company's
financial instruments, including receivables and accounts payable, accrued
liabilities and short term notes and loans at December 31, 2007 and 2006
approximates their fair values due to the short-term nature of these financial
instruments.  The carrying values of marketable securities available
for sale are based on quoted market prices.








F -
14





EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2007, AND 2006


(Continued)





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Investment in Marketable
Securities





The Company’s securities investments
that are bought and held for an indefinite period of time are classified as
available-for-sale securities.  Available-for-sale securities are
recorded at fair value on the balance sheet in current assets, with the change
in fair value during the period excluded from earnings and recorded net of tax
as a component of other comprehensive income.





Investments in securities are
summarized as follows:


December
      31, 2006Gross
            
            
            GrossUnrealized
            
            
            Unrealized
            
            
            FairGain
            
            
            Loss
            
            
            ValueAvailable-for-sale
      securities
            
            $
            8,400
            
            
            $
            812,250
            
            
            $
            234,538





December
      31, 2007Gross
            
            
            GrossUnrealized
            
            
            Unrealized
            
            
            FairGain
            
            
            Loss
            
            
            ValueAvailable-for-sale
      securities
            
            $
            -
            
            
            $
            503,633
            
            
            $
            194,615


Realized Gains and losses are
determined on the basis of specific identification.  During
the  years ended December 31, 2007 and 2006, sales proceeds and gross
realized gains and losses on securities classified as available-for-sale
securities were:


For
      the Year EndedDecember
      31,2007
            
            
            2006Sale
      Proceeds
            
            $
            1,030,465
            
            
            $
            822,729Gross
      Realized Losses
            
            $
            724,811
            
            
            $
            294,156Gross
      Realized Gains
            
            $
            416,864
            
            
            $
            65,694








F -
15





EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2007, AND 2006


(Continued)





NOTE 2 - SHORT-TERM NOTES
PAYABLE





Short-Term Notes Payable consist of
loans from unrelated entities as of December 31, 2007 and 2006.  The
notes are payable one year from the date of issuance together with interest of
6.00% to 6.50% A.P.R.





NOTE 3 - INCOME
TAXES





As of December 31, 2007, the Company
had a net operating loss carryforward for income tax reporting purposes of
approximately $6,200,000 that may be offset against future taxable income
through 2027.  Current tax laws limit the amount of loss available to
be offset against future taxable income when a substantial change in ownership
occurs.  Therefore, the amount available to offset future taxable
income may be limited.  No tax benefit has been reported in the
financial statements, because the Company believes there is a 50% or greater
chance the carryforwards will expire unused.  Accordingly, the
potential tax benefits of the loss carryforwards are offset by a valuation
allowance of the same amount.





The Company has the following tax
assets:


2007
            
            
            2006Net
      Operating Losses
            
            $
            2,108,000
            
            
            $
            2,244,024Depreciation
      and Other
            
            
            114,000
            
            
            
            107,805Valuation
      Allowance
            
            
            (2,222,000
            )
            
            
            (2,351,829
            )-
            
            
            
            -





The provision for income taxes differs
from the amount computed using the federal US statutory income tax rate as
follows:





2007
            
            
            2006Provision
      (Benefit) at US Statutory Rate
            
            $
            (191,974
            )
            
            $
            (158,305
            )Net
      Operating Losses
            
            
            136,000
            
            
            
            210,094Depreciation
      and Other
            
            
            185,803
            
            
            
            66,189Increase
      (Decrease) in Valuation Allowance
            
            
            (129,829
            )
            
            
            (117,978
            )-
            
            
            
            -





The Company evaluates its valuation
allowance requirements based on projected future operations. When circumstances
change and causes a change in management's judgement about the recoverability of
deferred tax assets, the impact of the change on the valuation is reflected in
current income.








F -
16





EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2007, AND 2006


(Continued)





NOTE 4 - UNCERTAIN TAX
POSITIONS





Effective January 1, 2007, the company
adopted the provisions of FASB Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (“FIN
48”). FIN 48 prescribes a recognition threshold and a measurement attribute for
the financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax
position must be more-likely-than-not to be sustained upon examination by taxing
authorities. The adoption of the provisions of FIN 48 did not have a material
impact on the company’s condensed consolidated financial position and results of
operations. At January 1, 2007, the company had no liability for unrecognized
tax benefits and no accrual for the payment of related interest and penalties.
The Company did not record a cumulative effect adjustment relating to the
adoption of FIN 48.





Interest costs related to unrecognized
tax benefits are classified as “Interest expense, net” in the accompanying
condensed consolidated statements of operations. Penalties, if any, would be
recognized as a component of “Selling, general and administrative expenses”. The
Company recognized $0 of interest and penalties expense related to unrecognized
tax benefits during 2007. In many cases the company’s uncertain tax positions
are related to tax years that remain subject to examination by relevant tax
authorities. With few exceptions, the company is generally no longer subject to
U.S. federal, state, local or non-U.S. income tax examinations by tax
authorities for years before 2004. The following describes the open tax years,
by major tax jurisdiction, as of December 31, 2007:


United
      States (a)
            
            2004
      - Present





(a)
Includes federal as well as state or similar local jurisdictions, as
applicable.





NOTE 5 - RELATED PARTY
TRANSACTIONS





During 2007 and 2006, Joseph Fiore,
C.E.O. of the Company, and Berkshire Capital, which is controlled by Mr. Fiore,
paid expenses and made advances to the Company.  All expenses paid on
behalf of the company have been recorded in the consolidated statements of
operations in the period paid.  As of December 31, 2007 and 2006,
$2,327,577 and $1,051,586 (including interest at 6%) in advances was due to
these related parties.








F -
17





EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2007, AND 2006


(Continued)





NOTE 5 - RELATED PARTY
TRANSACTIONS (Continued)





On August 8, 2003, the Board resolved
to enter into an agreement with Berkshire Capital Management Co., Inc., a
related party, for the purpose of utilizing the Company’s tax loss carry forward
to sell Berkshire’s acquired free trading stock in other public
companies.  During 2007 and 2006, pursuant to the agreement, the
Company acquired marketable securities valued at $0 and $37,000, respectively,
(based on quoted market prices) in exchange for accounts payable of $0 and
$29,600, respectively, with the remainder being reported as contributed capital
of $0 and $7,400, respectively.  During 2007 and 2006, the Company has
sold marketable securities acquired under this agreement for $300,731 and
$822,729, respectively, and recorded a net loss on sale of $337,202 and $228,462
for 2006, respectively.  On December 28, 2007, the Company returned
1,000,000 shares of marketable securities previously acquired under this
agreement.  As of December 31, 2007 and 2006, the remaining securities
acquired under this agreement are recorded in the accompanying Balance Sheets at
their quoted market value of $27,759 and $226,138, respectively and related
party accounts payable include $100,314 and $1,087,068, respectively, due to
Berkshire Capital.





On May 16, 2007, the Company acquired
3,000,000 shares of Sustainable Power Corp. From Berkshire Capital Management in
exchange for a demand note in the amount of $210,000, carrying an interest rate
of 6% A.P.R.





On May 16, 2007, 45,529,411 restricted
shares of Eat at Joe’s, LTD were issued by the Board of Directors to Berkshire
Capital Management Co, Inc at $0.015 per share in satisfaction of $682,941.00 in
related party accounts payable due to Berkshire Capital Management.





On June 14, 2007, the Company acquired
1,000,000 shares of International Oil & Gas Holdings Corp. From Berkshire
Capital Management in exchange for a demand note in the amount of $125,000,
carrying an interest rate of 6% A.P.R.





On July 17, 2007, the Company acquired
3,000,000 shares of International Oil & Gas Holdings Corp. From Berkshire
Capital Management in exchange for a demand note in the amount of $465,000,
carrying an interest rate of 6% A.P.R.











F -
18





EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2007, AND 2006


(Continued)





NOTE 5 - RELATED PARTY
TRANSACTIONS (Continued)





On August 22, 2007, the Company
acquired 2,000,000 shares of International Oil & Gas Holdings Corp. From
Berkshire Capital Management in exchange for a demand note in the amount of
$160,000, carrying an interest rate of 6% A.P.R.





On September 20, 2007, the Company
acquired 1,000,000 shares of International Oil & Gas Holdings Corp. From
Berkshire Capital Management in exchange for a demand note in the amount of $
55,000, carrying an interest rate of 6% A.P.R.





NOTE 6 - RENT AND LEASE
EXPENSE





The Company’s wholly-owned subsidiary
E.A.J. PHL Airport, Inc. leases approximately 845 square feet in the
Philadelphia Airport, Philadelphia, Pennsylvania pursuant to a  lease
dated April 30, 1997.  E.A.J. PHL Airport pays $7,083 per month basic
rent plus 15% -18% of gross revenues above $850,000 under the lease which
expires April 2009.





The minimum future lease payments under
these leases for the next five years are:





Year Ended December 31,
            
            Real Property2008
            
            $
            84,9962009
            
            
            28,3322010
            
            
            -2011
            
            
            -2012
            
            
            -Total
      five year minimum lease payments
            
            $
            113,328





The lease generally provides that
insurance, maintenance and tax expenses are obligations of the
Company.  It is expected that in the normal course of business, leases
that expire will be renewed or replaced by leases on other
properties.








F -
19





EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2007, AND 2006


(Continued)





NOTE 7 - CONVERTIBLE
DEBENTURES





On July 31, and September 2, 1998, the
Company sold its 8% convertible debenture in the aggregate principal amount of
$1,500,000 to an accredited investor pursuant to an exemption from registration
under Section 4(2) and/or Regulation D.





The material terms of the Company'
convertible debentures provide for the payment of interest at 8% per annum
payable quarterly, mandatory redemption after 3 years from the date of issuance
at 130% of the principal amount.  Subject to adjustment, the
debentures are convertible into Common Stock at the lower of a fixed conversion
price ($1.82 per share for $900,000 principal amount of debentures; $1.61 per
share for $600,000 principal amount of debentures) or 75% of the average closing
bid price for the Company's Common Stock for the 5 trading days preceding the
date of the conversion  notice.  Repayment of the
indebtedness is secured by a general lien on the assets of the Company and
guarantee by 5 of the Company's subsidiaries.





Total issue costs were $156,551.20
which were amortized over the initial terms of the debt with a maturity date of
July 31 and September 2, 2001.





NOTE 8 - CONVERTIBLE
PREFERRED STOCK





The Series E Convertible Preferred
Stock carries the following rights and preferences;





*
            No
      dividends.


*
            Convertible
      to common stock at the average closing bid price for the Company’s common
      stock for the 5 trading days prior to the conversion date, and is
      adjustable to prevent dilution.  (Convertible to 8,333,333
      common shares at December 31, 2007)


*
            Convertible
      at the Option of the Company at par value only after repayment of the
      shareholder loans from Joseph Fiore and subject to the holders option to
      convert.


*
            Entitled
      to vote 1,000 votes per share of Series E Convertible Preferred
      Shares.


*
            Entitled
      to liquidation preference at par
value.


*
            Is
      senior to all other share of preferred or common shares issued past,
      present and future.





NOTE 9 - SUBSEQUENT
EVENTS





On February 28, 2008, 16,000,000 shares
of common stock were issued to the company’s current officers, directors and
support staff.











F -
20











SIGNATURES











Pursuant to the requirements of section
13 or 15(d) of the Securities Exchange Act of 1934,as amended, the Registrant
has duly caused this report to be signed on it behalf by the undersigned,
thereunto duly authorized.





EAT
AT JOE'S LTD.





Dated:
March 28, 2008





By  /S/     Joseph
Fiore


Joseph
Fiore,


C.E.O.,
C.F.O., Chairman, Secretary, Director





Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities
indicated on this 28th day of
March 2008.





Signatures





/S/     Joseph
Fiore


Joseph
Fiore


C.E.O.,
C.F.O., Chairman, Secretary, Director


(Principal
Executive, Financial and Accounting Officer)





/S/     James
Mylock, Jr.


James
Mylock, Jr.


Director




/S/    
Tim Matula


Tim
Matula


Director




/S/     Gino
Naldini


Gino
Naldini
 President,
Chief Operating Officer