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, 2003

                                       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                                           75-2636283
---------------------------------------                     --------------------
    State or other jurisdiction of                            (I.R.S. Employer
    incorporation or organization                            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)





<PAGE>



         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

         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.     $1,233,547
                                                                      ----------

         As  of  December  31,  2003,  there  were  45,048,299   shares  of  the
Registrant's  common stock, par value $0.0001,  issued, and 2 shares of Series E
Convertible  preferred stock  (convertible  to 1,480 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  $587,641  computed at the
average bid and asked price as of December 31, 2003.


                             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

<PAGE>



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
Item Number and Caption                                                                                           Page

PART I

<S>               <C>                                                                                             <C>
Item 1.           Description of Business.........................................................................4

Item 2.           Description of Property.........................................................................7

Item 3.           Legal Proceedings...............................................................................7

Item 4.           Submission of Matters to a Vote of Security Holders.............................................8


PART II

Item 5.           Market for Common Equity and Related Stockholder Matters........................................8

Item 6.           Management's Discussion and Analysis or Plan of Operations......................................9

Item 7.           Financial Statements...........................................................................12

Item 8.           Changes in and Disagreements With Accountants on Accounting and
                  Financial Disclosure...........................................................................12

PART III

Item 9.           Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act..............................................13

Item 10.          Executive Compensation.........................................................................15

Item 11.          Security Ownership of Certain Beneficial Owners and Management.................................16

Item 12.          Certain Relationships and Related Transactions.................................................16

Item 13.          Exhibits and Reports on Form 8-K...............................................................17

Item 14.          Controls and Procedures........................................................................18

Item 15.          Principal Accountant Fees and Services.........................................................19
</TABLE>



                                        3

<PAGE>



                                     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.  The Company is planning at least four acquisitions
during 2003,  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.

         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

<PAGE>



         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 planning at least four acquisitions  during 2004, 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 of  approximately  $257,000  and
$383,000  for  the  years  ended  December  31,  2003  and  December  31,  2002,
respectively.  Such operating  losses reflect  developmental  and other start-up
activities  for 2003 and 2002 and the loss on abandonment of assets during 2002.
The Company  expects to incur losses in the near future until  profitability  is
achieved. The Company's operations are subject to numerous risks associated with
establishing any new

                                        5

<PAGE>



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 first or second
quarter of 2005. 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

                                        6

<PAGE>



information with respect to the limited market in penny stocks.

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 25, 2004, the Company had approximately 12 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 2007.


                            ITEM 3 LEGAL PROCEEDINGS



NONE

                                        7

<PAGE>




                        ITEM 4 SUBMISSION OF MATTERS TO A
                            VOTE OF SECURITY HOLDERS



         No matters were subject to a vote of security  holders  during the year
2003.


                                     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.


                 2002:                               High                Low

First Quarter                                    $   0.035           $   0.018
Second Quarter                                   $   0.030           $   0.016
Third Quarter                                    $   0.020           $   0.009
Fourth Quarter                                   $   0.017           $   0.008

                 2003:
First Quarter                                    $   0.013           $   0.007
Second Quarter                                   $   0.050           $   0.007
Third Quarter                                    $   0.045           $   0.015
Fourth Quarter                                   $   0.025           $   0.011

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.

                                        8

<PAGE>



         The number of shareholders  of record of the Company's  Common Stock as
of February 29, 2004 was approximately 558.

         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.


                       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.


                                        9

<PAGE>



         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.

Results  of  Operations  - During the second  quarter of 2002,  the  Mediteraneo
restaurant in Etobicoke, Ontario, Canada was closed and substantially all assets
and  leasehold  improvements  abandoned.  This  abandonment  of assets  has been
reported in the financial statements as a loss on sale of assets of $116,467 for
the year ended December 31, 2002.  Accordingly,  comparisons  with prior periods
may not be meaningful.

Total Revenues - For the years ended December 31, 2003 and 2002, the Company had
total sales of approximately $1,233,000 and $1,296,000 respectively.

Costs and Expenses - For the years ended December 31, 2003 and 2001, the Company
had a net loss of approximately $256,000 and $383,000 respectively. The net loss
for 2003 is lower  than  2002 due  largely  to the 2002 loss on  abandonment  of
assets from the closure of restaurants of approximately  $116,000,  and the 2003
gain on sale of marketable  securities of $82,866.  The remaining  difference is
due to  additional  expenses  incurred as the Company  increases  its  Corporate
overhead structure for the development of additional locations.

LIQUIDITY AND CAPITAL RESOURCES

         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 2003,  the Company  generated  approximately  $408,000 cash from
investing  activities  from  the sale of  marketable  equity  securities.  As of
December  31,  2003,   the  company  owns   marketable   securities   valued  at
approximately $2,612,000 with corresponding liabilities of $2,282,000.

         During 2003 and 2002, the Company has raised approximately $156,000 and
$140,000   through   short-term   notes   payable  and  advances  from  majority
stockholders.  The net  proceeds to the Company  were used for  additional  unit
development and working capital.

                                       10

<PAGE>



         For the year ended  December  31, 2003 and 2002,  operating  activities
used approximately $176,000 and $130,000 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.

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.


                                       11

<PAGE>



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.


                           ITEM 7 FINANCIAL STATEMENTS



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


              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.



                                       12

<PAGE>



                                    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:

<TABLE>
<CAPTION>
Director's   Name                   Age     Office                                      Term Expires

<S>                                 <C>     <C>                                         <C>
Joseph Fiore                        42      Chief Executive Officer,                    Next
                                            Chief Financial Officer,                    Annual
                                            Chairman of the Board of                    Meeting
                                            Director/Secretary

James Mylock, Jr.                   37      Director                                    Next
                                                                                        Annual
                                                                                        Meeting

Tim Matula                          43      Director                                    Next
                                                                                        Annual
                                                                                        Meeting

Gino Naldini                        52      President and Chief Operating               Next
                                            Officer                                     Annual
                                                                                        Meeting


</TABLE>

         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.

                                       13

<PAGE>



         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.

         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.

                                       14

<PAGE>



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 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.

                                       15

<PAGE>




                 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
45,048,299  shares of issued and  outstanding  Common Stock of the Company as of
December 31, 2003 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.
<TABLE>
<CAPTION>
                                                                            # of
Name and Address                        Nature of                           Shares
of Beneficial Owners                    Ownership                         Owned                   Percent
Directors

<S>                                 <C>                                <C>                       <C>
 Joseph Fiore                       Common Stock                       4,096,454 *               9%

All Executive Officers              Common Stock                       5,344,317 *               12%
and Directors as a Group
  (5 persons)
</TABLE>

*        Includes  2 shares  (convertible  to 1,480  common  shares) of Series E
         convertible preferred shares on an as if converted basis.


             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



         During  2003  and  2002,  officers  of the  Company,  and/or  companies
controlled by the officers paid expenses and made advances to the Company. As of
December 31, 2003 and 2002,  $1,814,794  and  $1,759,266  in advances was due to
these officers.

         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 in advances to the company.

         During 2003, the Company acquired marketable  securities from a related
party pursuant to a joint venture  agreement.  In accordance  with the agreement
the Company acquired marketable  securities valued at $3,899,079 in exchange for
accounts payable of $2,921,529 with the remainder

                                       16

<PAGE>



being reported as contributed capital of $977,550.  During 2003, the Company has
sold marketable  securities for  $1,041,282,  and recorded a net gain on sale of
$85,214.  As of December 31, 2003, the remaining  securities are recorded in the
accompanying  Balance  Sheet at their  fair  market  values  of  $2,611,830  and
accounts payable include $2,281,989 due to related parties.


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



         (a) The following documents are filed as part of this report.
<TABLE>
<CAPTION>
1.       Financial Statements                                                                                  Page

<S>                                                                                                            <C>
Report of Robison, Hill & Co., Independent Certified Public Accountants.........................................F-1

Consolidated Balance Sheets as of December 31, 2003, and 2002...................................................F-2

Consolidated Statements of Operations for the years ended
     December 31, 2003, and 2002................................................................................F-4

Consolidated Statement of Stockholders' Equity for the years ended
     December 31, 2003, and 2002................................................................................F-5

Consolidated Statements of Cash Flows for the years ended
     December 31, 2003, and 2002................................................................................F-6

Notes to consolidated Financial Statements......................................................................F-7
</TABLE>

2.       Exhibits

                  The following exhibits are included as part of this report:

Exhibit
Number            Title of Document


3.1      Articles of Incorporation(1)
3.2      By-laws(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)

                                       17

<PAGE>



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. Controls and Procedures



         The Company's Chief Executive  Officer and Chief Financial Officer have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  annual  report  on Form 10- KSB,  that  the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

                  (i) this  annual  report on Form  10-KSB  contains  any untrue
                  statement of a material fact or omits to state a material fact
                  necessary  to  make  the  statements  made,  in  light  of the
                  circumstances  under  which such  statements  were  made,  not
                  misleading  with respect to the period  covered by this annual
                  report on Form 10-KSB, and

                  (ii) the financial statements, and other financial information
                  included in this annual report on Form 10-KSB,  fairly present
                  in all material respects the financial  condition,  results of
                  operations  and cash flows of the Company as of, and for,  the
                  periods presented in this annual report on Form 10-KSB.

         There  have  been no  significant  changes  in the  Company's  internal
controls or in other factors since the date of the Chief Executive Officer's and
Chief  Financial  Officer's  evaluation  that could  significantly  affect these
internal controls,  including any corrective actions with regards to significant
deficiencies and material weaknesses.

                                       18

<PAGE>




                 Item 15. Principal Accountant Fees and Services



         The following is a summary of the fees billed to us by Robison,  Hill &
Company for professional services rendered for the years ended December 31, 2003
and 2002:
<TABLE>
<CAPTION>
           Service                                     2003                   2002
------------------------------                  ------------------     ------------------
<S>                                             <C>                    <C>
Audit Fees                                      $           16,510     $           19,174
Audit-Related Fees                                               -                      -
Tax Fees                                                     1,495                  2,016
All Other Fees                                                   -                      -
                                                ------------------     ------------------
Total                                           $           18,005     $           21,190
                                                ==================     ==================
</TABLE>

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.

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 2003 audit fees,
audit-related  fees,  tax fees,  and all other fees to the  extent the  services
occurred  after May 6, 2003,  the effective  date of the Securities and Exchange
Commission's final pre-approval rules.


                                       19

<PAGE>




                                   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 29, 2004             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 2003.

Signatures                         Title

/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


Gino Naldini                      President, Chief Operating Officer




                                       20

<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES


                                      - : -

                          INDEPENDENT AUDITOR'S REPORT

                           DECEMBER 31, 2003 AND 2002




























<PAGE>




                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                                                                                                             <C>
Report of Independent Certified Public Accountants..............................................................F-1

Consolidated Balance Sheets, December 31, 2003 and 2002.........................................................F-2

Consolidated Statements of Operations, For The Years Ended
   December 31, 2003 and 2002...................................................................................F-4

Consolidated Statement of Changes in Stockholders' Equity, For The Years Ended
   December 31, 2003 and 2002...................................................................................F-5

Consolidated Statements of Cash Flows, For The Years Ended
   December 31, 2003 and 2002...................................................................................F-6

Notes to Consolidated Financial Statements......................................................................F-7
</TABLE>





























<PAGE>



               REPORT OF INDEPENDENT CERTIFIED 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, 2003, and
2002  and  the  related  consolidated  statements  of  operations,   changes  in
stockholders'  equity and cash flows for the years then ended.  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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes 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,  2003,  and 2002,  and the results of its
operations  and its cash  flows for the years then  ended,  in  conformity  with
accounting principles generally accepted in the United States of America.

                                                    Respectfully submitted,


                                                    /s/ Robison, Hill & Co.
                                                    Certified Public Accountants

Salt Lake City, Utah
March 25, 2004

                                      F - 1

<PAGE>



                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2003 AND 2002
<TABLE>
<CAPTION>


                                                                                    2003                2002
                                                                             ------------------  ------------------
ASSETS
Current Assets:
<S>                                                                          <C>                 <C>
Cash and cash equivalents                                                    $          440,637  $           70,607
Receivables                                                                               6,337               6,539
Inventory                                                                                 7,500               7,500
Prepaid expense                                                                          10,693              10,668
Marketable Securities                                                                 2,611,830               4,872
                                                                             ------------------  ------------------

     Total Current Assets                                                             3,076,997             100,186
                                                                             ------------------  ------------------

Property and equipment:
Equipment                                                                                98,740              98,740
Furniture & Fixtures                                                                      3,964               3,964
Leasehold improvements                                                                  376,165             376,165
                                                                             ------------------  ------------------
                                                                                        478,869             478,869
Less accumulated depreciation                                                          (334,350)           (279,815)
                                                                             ------------------  ------------------

     Total Property & Equipment                                                         144,519             199,054
                                                                             ------------------  ------------------

Other Assets:
Investments                                                                                   -                   -
Intangible and other assets net of
amortization of $90,818 and $75,335
for 2003 and 2002, respectively                                                          64,019              79,502
                                                                             ------------------  ------------------

     Total Other Assets                                                                  64,019              79,502
                                                                             ------------------  ------------------

     TOTAL ASSETS                                                            $        3,285,535  $          378,742
                                                                             ==================  ==================
</TABLE>



                                      F - 2

<PAGE>



                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2003 AND 2002
                                   (Continued)
<TABLE>
<CAPTION>


                                                                                    2003                2002
                                                                             ------------------  ------------------
LIABILITIES
Current Liabilities:
<S>                                                                          <C>                 <C>
Accounts payable and accrued liabilities                                     $        2,449,834  $          216,808
Short-term notes payable                                                                275,821             292,536
Shareholders loans                                                                    1,814,794           1,759,266
                                                                             ------------------  ------------------

     Total Current Liabilities                                                        4,540,449           2,268,610
                                                                             ------------------  ------------------

Convertible Debentures, Net of Issue Costs                                            1,742,453           1,596,916
                                                                             ------------------  ------------------

     Total Liabilities                                                                6,282,902           3,865,526
                                                                             ------------------  ------------------

STOCKHOLDERS EQUITY Preferred stock - $0.0001 par value.
   10,000,000 shares authorized;
   20,000 Series E shares issued and
   outstanding December 31, 2003 and
    0 shares issued and outstanding December 31, 2002                                         2                   -
Common Stock - $0.0001 par value.
   250,000,000 shares authorized;
   45,048,299 and 45,048,299
   issued and outstanding, respectively.                                                  4,505               4,505
Additional paid-in capital                                                           11,016,614           9,939,066
Cumulative Translation Adjustment                                                             -                   -
Unrealized Losses on available-for-sale securities                                     (336,886)             (5,360)
Retained deficit                                                                    (13,681,602)        (13,424,995)
                                                                             ------------------  ------------------

     Total Stockholders' Equity                                                      (2,997,367)         (3,486,784)
                                                                             ------------------  ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   $        3,285,535  $          378,742
                                                                             ==================  ==================
</TABLE>






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

                                      F - 3

<PAGE>



                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2003, AND 2002
<TABLE>
<CAPTION>
                                                                                    2003                2002
                                                                             ------------------  ------------------

<S>                                                                          <C>                 <C>
Revenues                                                                     $        1,233,547  $        1,296,018
Cost of Revenues                                                                        431,227             476,007
                                                                             ------------------  ------------------
Gross Margin                                                                            802,320             820,011

Expenses
   Labor and Related Expenses                                                           290,420             288,520
   Rent                                                                                 199,688             152,903
   Other General and Administrative                                                     433,412             390,792
                                                                             ------------------  ------------------
Income (Loss) Before Depreciation and Amortization                                     (121,200)            (12,204)
   Depreciation and Amortization                                                         70,018              88,944
                                                                             ------------------  ------------------

Net Loss from Continuing Operations                                                    (191,218)           (101,148)
                                                                             ------------------  ------------------

Other Income (Expense)
   Interest income                                                                           76                   -
   Interest expense                                                                    (147,801)           (152,929)
   Gain (Loss) on disposition of assets                                                       -            (116,467)
   Gain (Loss) on sale of Marketable Securities                                          82,866                (676)
   Other                                                                                      -             (11,345)
                                                                             ------------------  ------------------
Net Other Income (Expense)                                                              (64,859)           (281,417)
                                                                             ------------------  ------------------

Net Loss Before Income Taxes                                                           (256,077)           (382,565)
Income Tax Expense (Benefit)                                                                530                 530
                                                                             ------------------  ------------------

Net Loss                                                                     $         (256,607) $         (383,095)
                                                                             ==================  ==================

Basic Loss Per Common Share:                                                 $          (0.01)   $          (0.01)
                                                                             ==================  ==================

Weighted Average Number of Common Shares                                             45,048,299          45,048,299
                                                                             ==================  ==================
</TABLE>





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

                                      F - 4

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2003, AND 2002
<TABLE>
<CAPTION>

                                                                      Additional Cumulative  Unrealized
                                Preferred Stock    Common Stock        Paid-in  Translation  Loses on     Retained
                                  ------------  -------------------
                                  Shares Amount   Shares     Amount    Capital   Adjustment  Securities   Deficit        Total
                                  ------  ----  ----------  -------  ------------  -------   ---------   ---------    ------------

<S>                               <C>     <C>   <C>         <C>      <C>           <C>       <C>         <C>           <C>
Balance at January 1, 2002 .....    --    $--   45,048,299  $ 4,505  $  9,927,476  $32,581   $    --     $(13,041,900) $ (3,077,338)

Contributed Capital ............    --     --         --       --          11,590     --          --          --            11,590
Net Loss .......................    --     --         --       --            --       --          --      (383,095)       (383,095)
Currency Translation ...........    --     --         --       --            --    (32,581)       --          --           (32,581)
Unrealized Loss on
   available-for-sale securities    --     --         --       --            --       --        (5,360)       --            (5,360)
                                  ------  ----  ----------  -------  ------------  -------   ---------   ---------    ------------
Total Comprehensive Loss .......    --     --         --       --            --    (32,581)     (5,360)   (383,095)       (421,036)
                                  ------  ----  ----------  -------  ------------  -------   ---------   ---------    ------------

Balance at December 31, 2002 ...    --     --   45,048,299    4,505     9,939,066     --        (5,360)  (13,424,995)   (3,486,784)

Share issued for debt ..........  20,000     2        --       --          99,998     --          --          --           100,000
Contributed Capital ............    --     --         --       --         977,550     --          --          --           977,550
Net Loss .......................    --     --         --       --            --       --          --      (256,607)       (256,607)
Currency Translation ...........    --     --         --       --            --       --          --          --              --
Unrealized Loss on
   available-for-sale securities    --     --         --       --            --       --      (331,526)       --          (331,526)
                                  ------  ----  ----------  -------  ------------  -------   ---------   ---------    ------------
Total Comprehensive Loss .......    --     --         --       --            --       --      (331,526)   (256,607)       (588,133)
                                  ------  ----  ----------  -------  ------------  -------   ---------   ---------    ------------

Balance at December 31, 2003 ...  20,000  $  2  45,048,299  $ 4,505  $ 11,016,614  $  --     $(336,886)  $(13,681,602) $ (2,997,367)
                                  ======  ====  ==========  =======  ============  =======   =========   =========     ============
</TABLE>


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

                                      F - 5

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2003, AND 2002
<TABLE>
<CAPTION>
                                                                                    2003                2002
                                                                             ------------------  ------------------
Cash Flows From Operating Activities
<S>                                                                          <C>                 <C>
   Net loss for the period                                                   $         (256,607) $         (383,095)
Adjustments to reconcile net loss to net cash
   Provided by operating activities
     Depreciation and Amortization                                                       70,018              88,944
     (Gain) Loss on sale of marketable securities                                       (82,826)                676
     Currency Translation Adjustment                                                          -             (32,582)
     Unrealized (Gain) Loss on Marketable Securities                                   (331,526)                  -
     Loss on disposal of assets                                                               -             116,467
     Decrease (Increase) in Receivables                                                     202              (6,539)
     Decrease (Increase) in inventory                                                         -              11,616
     Decrease (Increase) in prepaid expense                                                 (26)             (2,458)
     Increase (Decrease) in accounts payable & accrued liabilities                      424,882              76,966
                                                                             ------------------  ------------------
Net Cash Provided by (Used in) Operating Activities                                    (175,883)           (130,005)
                                                                             ------------------  ------------------

Cash Flows From Investing Activities
   Purchase of marketable securities                                                   (639,540)             (7,000)
   Proceeds from sale of marketable securities                                        1,047,925               7,682
   Purchase of property and equipment                                                         -              (2,476)
                                                                             ------------------  ------------------
Net Cash Provided by (Used in) Investing Activities                                     408,385              (1,794)
                                                                             ------------------  ------------------

Cash Flows From Financing Activities
   Advances from majority stockholders                                                  155,528             142,423
   Repayments of notes and advances                                                     (18,000)             (2,492)
   Proceeds from short-term notes payable                                                     -                 299
                                                                             ------------------  ------------------
Net Cash Provided by Financing Activities                                               137,528             140,230
                                                                             ------------------  ------------------

Increase (Decrease) in Cash                                                             370,030               8,431
Cash at beginning of period                                                              70,607              62,176
                                                                             ------------------  ------------------
Cash at End of Period                                                        $          440,637  $           70,607
                                                                             ==================  ==================

Supplemental Disclosure of
Interest and Income Taxes Paid
   Interest paid during the period                                           $                -  $           17,343
   Income taxes paid during the period                                       $            1,060  $              200

Supplemental Disclosure of Non-cash Investing
 and Financing Activities
    Marketable Securities acquired through related party payables            $        2,921,529  $                -
    Marketable Securities acquired through contributed capital               $          977,550  $           11,590
    Preferred stock issued in satisfaction of shareholder loans              $          100,000  $                -
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      F - 6

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003, AND 2002


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 and Basis of Presentation

         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.

Nature of Business

         The Company is developing,  owns and operates theme restaurants  styled
in an "American Diner" atmosphere.

                                      F - 7

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003, AND 2002
                                   (Continued)

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

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.

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.

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.

                                      F - 8

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003, AND 2002
                                   (Continued)

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

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 years
                  Equipment                                   5-  7 years
                  Leasehold 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.

Amortization

         Intangible assets are amortized over useful life of 10 years.

         The Company has adopted the Financial  Accounting  Standards Board SFAS
No., 121,  "Accounting  for the  Impairment of Long-lived  Assets." SFAS No. 121
addresses  the  accounting  for (i)  impairment of  long-lived  assets,  certain
identified  intangibles and goodwill  related to assets to be held and used, and
(ii) long-live lived assets and certain identifiable  intangibles to be disposed
of.  SFAS No. 121  requires  that  long-lived  assets and  certain  identifiable
intangibles  be held and used by an entity be reviewed for  impairment  whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be  recoverable.  If the sum of the expected  future cash flows from the
used of the  asset  and  its  eventual  disposition  (undiscounted  and  without
interest  charges) is less than the carrying  amount of the asset, an impairment
loss is recognized.


                                      F - 9

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003, AND 2002
                                   (Continued)

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

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 warrants
are  converted  to  common  shares.  The  effect  of  outstanding  common  stock
equivalents are anti-dilutive for 2003 and 2002 and are thus not considered.

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.

Reclassifications

         Certain   reclassifications  have  been  made  in  the  2002  financial
statements to conform with the 2003 presentation.

                                     F - 10

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003, AND 2002
                                   (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:
<TABLE>
<CAPTION>
                                                                              December 31, 2003
                                                          ---------------------------------------------------------
                                                                Gross              Gross
                                                             Unrealized          Unrealized             Fair
                                                                Gain                Loss               Value
                                                          -----------------  ------------------  ------------------
<S>                                                       <C>                <C>                 <C>
Available-for-sale securities                             $               -  $          331,526  $        2,611,830
                                                          =================  ==================  ==================


                                                                              December 31, 2002
                                                          ---------------------------------------------------------
                                                                Gross              Gross
                                                             Unrealized          Unrealized             Fair
                                                                Gain                Loss               Value
                                                          -----------------  ------------------  ------------------
Available-for-sale securities                             $               -  $            5,360  $            4,872
                                                          =================  ==================  ==================
</TABLE>

         Realized  Gains and  losses  are  determined  on the basis of  specific
identification.  During  the years  ended  December  31,  2003 and  2002,  sales
proceeds  and gross  realized  gains  and  losses on  securities  classified  as
available-for-sale securities were:
<TABLE>
<CAPTION>
                                                                                       For the Year Ended
                                                                                          December 31,
                                                                                    2003                 2002
                                                                             ------------------  ------------------
<S>                                                                          <C>                 <C>
Sale Proceeds                                                                $        1,047,925  $            7,713
                                                                             ==================  ==================

Gross Realized Losses                                                        $            3,588  $              676
                                                                             ==================  ==================

Gross Realized Gains                                                         $           86,414  $                -
                                                                             ==================  ==================
</TABLE>



                                     F - 11

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003, AND 2002
                                   (Continued)


NOTE 2 - SHORT-TERM NOTES PAYABLE

         Short-Term Notes Payable consist of loans from unrelated entities as of
December  31,  2003 and 2002.  The notes are  payable  one year from the date of
issuance together with interest at 6.50% A.P.R.

NOTE 3 - INCOME TAXES

         As  of  December  31,  2003,  the  Company  had a  net  operating  loss
carryforward for income tax reporting purposes of approximately $12,000,000 that
may be offset against future taxable income through 2021. 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.

NOTE 4 - RELATED PARTY TRANSACTIONS

         During  2003  and  2002,  officers  of the  Company,  and/or  companies
controlled by the officers paid expenses and made advances to the Company. As of
December 31, 2003 and 2002,  $1,814,794  and  $1,759,266  in advances was due to
these officers.

         During 2003, the Company acquired marketable  securities from a related
party pursuant to a joint venture  agreement.  In accordance  with the agreement
the Company acquired marketable  securities valued at $3,899,079 in exchange for
accounts  payable of $2,921,529 with the remainder being reported as contributed
capital of $977,550. During 2003, the Company has sold marketable securities for
$1,041,282, and recorded a net gain on sale of $85,214. As of December 31, 2003,
the remaining securities are recorded in the accompanying Balance Sheet at their
fair market values of $2,611,830 and accounts payable include  $2,281,989 due to
related parties.

         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.


                                     F - 12

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003, AND 2002
                                   (Continued)

NOTE 5 - PURCHASE OF SUBSIDIARIES

         The Company has entered into a non-binding  letter of intent to acquire
a 16 unit regional restaurant chain for an investment of $100,000.  Either party
to the letter may terminate the letter of intent  without  penalty.  The parties
have  agreed to proceed  toward  negotiation  of a mutually  agreeable  purchase
agreement.  No assurances can be given that the purchase of the restaurant chain
will be  completed.  During  2002,  the  company  established  a 100%  valuation
allowance  against this asset recorded a corresponding  loss in the accompanying
financial statements.

NOTE 6 - RESTAURANT CLOSURES

         During 2002, the Mediteraneo restaurant in Etobicoke,  Ontario,  Canada
was closed and  substantially all assets and leasehold  improvements  abandoned.
This  abandonment  of assets has been reported in the financial  statements as a
loss on sale of assets of $116,467 for the year ended December 31, 2002.

NOTE 7 - 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 2007.

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


     Year Ended December 31,                                  Real Property
---------------------------------                           -----------------
      2003                                                  $          85,000
      2004                                                             85,000
      2005                                                             85,000
      2006                                                             85,000
      2007                                                             85,000
                                                            -----------------

      Total five year minimum lease payments                $         425,000
                                                            =================

         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 - 13

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003, AND 2002
                                   (Continued)

NOTE 8 - WARRANTS & OPTIONS

         The following table sets forth the options and warrants  outstanding as
of December 31, 2003 and 2002.
<TABLE>
<CAPTION>
                                                                                    2003                2002
                                                                             ------------------  ------------------

<S>                                                                                     <C>                 <C>
Options & warrants outstanding, beginning of year                                       447,750             447,750

         Granted                                                                              -                   -
         Expired                                                                       (447,750)                  -
         Exercised                                                                            -                   -
                                                                             ------------------  ------------------

Options & warrants outstanding, end of year                                                   -             447,750
                                                                             ==================  ==================

Exercise price for options & warrants outstanding, end of year                      N/A            $1.01 to $1.79
                                                                             ==================  ==================
</TABLE>

NOTE 9 - 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.
         *        Redeemable  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.


                                     F - 14

<PAGE>


                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003, AND 2002
                                   (Continued)

NOTE 10 - BUSINESS CONDITION

         The Company has  incurred a net loss for the years ended  December  31,
2003 and 2002 of $256,607 and $383,095  respectively,  and the Company used cash
of $175,883 and 130,005 in operating activities for the years ended December 31,
2003 and 2002, respectively.  As of December 31, 2003, the Company had a working
capital  deficit  of  $1,463,452.  Management  plans to open at  least  four new
restaurants  during 2004.  The Company needs to obtain  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.

NOTE 11 - JOINT VENTURE AGREEMENTS

         On August 8, 2003,  the Board  resolved  to enter into a joint  venture
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.

         On September 1, 2003,  the Board resolved to enter into a joint venture
agreement with Berkshire Capital  Management Co., Inc., a related party, for the
purpose of locating merger  candidates for twelve of the Company's  wholly owned
subsidiaries.

NOTE 12 - SALE OF SUBSIDIARY

         On October 23, 2003, The Company entered into a Purchase Agreement with
Offshore  Creations,  Inc. (A Nevada  corporation) to sell the Company's  wholly
owned subsidiary  E.A.J.  Innerharbor.  Pursuant to this agreement,  the Company
received  1,200,000  (approximately  3%) of restricted  stock of the corporation
surving the merger of Offshore Creations, Inc. and E.A.J. Innerharbor, Inc.


                                     F - 15