UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




Form
10-K


(Mark
One)




ü ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the
fiscal year ended December 31, 2008




TRANSITION
REPORT PURSUANT TO 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
      of Incorporation)
            (I.R.S.
      Employer Identification No.)




670 White
Plains Road, Suite 120


Scarsdale,
New York, 10583


(914)
725-2700




Securities
      Registered Pursuant to Section 12(g) of the Act:Title of Each ClassName of Each Exchange on which
      RegisteredCommon
      Stock, $.0001 par value




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. [ ] Yes [ü] No




Indicate
by check mark if the registrant is required to file reports pursuant to Section
13 or Section 15(d) of the Act [ ] Yes [ü] No




Indicate
by check mark whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. [ü] Yes No


1




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, 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-K or any
amendment to this Form 10-K. [ü]




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitioins of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer [ ]
            Accelerated
      filer [ ]Non-accelerated
      filer [ ]
            Smaller reporting company
      [%](do
      not check if a smaller reporting company)




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




State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates: $189,489 based on 47,372,129 non affiliate shares outstanding at
$0.004 per share, which is the average bid and asked price of the common shares
as of the last business day of the registrant’s most recently completed second
fiscal quarter.




Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: As of December 31, 2008, there were
106,577,710 shares of the Registrant's common stock, par value $0.0001, issued,
and 20,000 shares of Series E Convertible preferred stock (convertible to
23,255,814 common shares), par value $0.0001.




DOCUMENTS
INCORPORATED BY REFERENCE




List
hereunder the following documents if incorporated by reference and the Part of
the form 10-K (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”). The listed documents
should be clearly described for identification purposes (e.g., annual report to
security holders for fiscal year ended December 24, 1980). None


2




TABLE OF
CONTENTS




Item Number and Caption
                                  PagePART IItem
      1.
                                  Description
      of Business
                                  4Item
      1A.
                                  Risk
      Factors
                                  6Item
      1B.
                                  Unresolved
      Staff Comments
                                  7Item
      2.
                                  Description
      of Property
                                  7Item
      3.
                                  Legal
      Proceedings
                                  7Item
      4.
                                  Submission
      of Matters to a Vote of Security Holders
                                  8PART IIItem
      5.
                                  Market
      for Common Equity and Related Stockholder Matters
                                  8Item
      6.
                                  Selected
      Financial Data
                                  9Item
      7.
                                  Management’s
      Discussion and Analysis or Plan of Operations
                                  9Item
      7A.
                                  Quantitative
      and Qualitative Disclosure About Market Risk
                                  14Item
      8.
                                  Financial
      Statements
                                  14Item
      9.
                                  Changes
      In and Disagreements with Accountants on Accounting and Financial
      Disclosure
                                  14Item
      9AT.
                                  Controls
      and Procedures
                                  14Item
      9B.
                                  Other
      Information
                                  15PART IIIItem
      10.
                                  Directors,
      Executive Officers, Promoters and Control Persons; Compliance with Section
      16(a) of the Exchange Act
                                  16Item
      11.
                                  Executive
      Compensation
                                  18Item
      12.
                                  Security
      Ownership of Certain Beneficial Owners and Management
                                  18Item
      13.
                                  Certain
      Relationships and Related Transactions
                                  19Item
      14.
                                  Principal
      Accountant Fees and Services
                                  21Item
      15.
                                  Exhibits
      and Reports on Form 8-K
                                  22
 
  3


PART
I





ITEM
1 DESCRIPTION OF BUSINESS





General




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




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




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




History




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




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




4




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




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




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


S
              E.A.J.
      PHL Airport, Inc. a Pennsylvania
corporation,
 S
              E.A.J.
      Shoppes, Inc., a Nevada
corporation,
 S
              E.A.J.
      Cherry Hill, Inc., a Nevada
corporation,
 S
              E.A.J.
      Neshaminy, Inc., a Nevada
corporation,
 S
              E.A.J.
      PM, Inc., a Nevada corporation,
 S
              E.A.J.
      Echelon, Inc., a Nevada
corporation,
 S
              E.A.J.
      Market East, Inc., a Nevada
corporation,
 S
              E.A.J.
      MO, Inc., a Nevada corporation,
 S
              E.A.J.
      Syracuse, Inc., a Nevada
corporation,
 S
              E.A.J.
      Walnut Street, Inc., a Nevada
corporation,
 S
              E.A.J.
      Owings, Inc., a Nevada corporation.
 S
              1337855
      Ontario Inc., an Ontario
corporation,
 S
              1398926
      Ontario Inc., an Ontario
corporation.




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




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




OPERATING
LOSSES




The Company has incurred net losses
from operations of approximately $366,000 and $217,000 for the years ended
December 31, 2008 and December 31, 2007, respectively. Such operating losses
reflect developmental and other administrative costs for 2008 and 2007. 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 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.




5





FUTURE
CAPITAL NEEDS AND UNCERTAINTY OF ADDITIONAL FUNDING




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




GOVERNMENT
REGULATION




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




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 27, 2009, the Company had
approximately 11 employees, none of whom is represented by a labor
union.







ITEM
1A RISK FACTORS







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.




6




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




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.







ITEM
1B UNRESOLVED STAFF COMMENTS







There are
no unresolved staff comments.







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
2010.







ITEM
3 LEGAL PROCEEDINGS







NONE


7





ITEM
4 SUBMISSION OF MATTERS TO A


VOTE
OF SECURITY HOLDERS







No matters were subject to a vote of
security holders during the year 2008.






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.




High
                        
                        Low2007:First
      Quarter
                        
                        $0.024
                        
                        $0.013Second
      Quarter
                        
                        $0.018
                        
                        $0.015Third
      Quarter
                        
                        $0.025
                        
                        $0.012Fourth
      Quarter
                        
                        $0.019
                        
                        $0.0102008:First
      Quarter
                        
                        $0.015
                        
                        $0.015Second
      Quarter
                        
                        $0.010
                        
                        $0.010Third
      Quarter
                        
                        $0.005
                        
                        $0.004Fourth
      Quarter
                        
                        $0.004
                        
                        $0.004


DIVIDENDS




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




The number of shareholders of record of
the Company’s Common Stock as of December 31, 2008 was approximately
2,320.




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.




8




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 SELECTED FINANCIAL DATA







Not
applicable to smaller reporting companies.







ITEM
7 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




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.




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




Results of Operations - For
the years ended December 31, 2008 and 2007, the Company had a net loss from
operations of approximately $366,000 and $217,000 respectively.


Total
Revenues - For the years ended December 31, 2008 and 2007, the Company had total
sales of approximately $1,556,000 and $1,430,000 respectively, for an increase
of approximately $126,000. Management believes revenues will continue to grow in
the future as airport traffic increases.




Costs and
Expenses - Costs of revenues, which include the costs of food, beverage, and
kitchen supplies decreased as a percentage of sales by approximately 3% from
2007 to 2008. This decrease can be attributed to several factors, including, but
not limited to rebates from manufacturers (off of invoices), the stabilization
of dairy products and the streamlining of the menu with a movement to higher
profit menu items and the elimination of certain menu items with higher food
costs. The cost of labor, rent and other general and administrative costs,
increased 14% as a percentage of sales. Management expects this increase to
continue as revenues increase. Depreciation and Amortization expense decreased
by 3% of sales during 2008. Management expects depreciation and amortization to
continue to decline until the Company can carry out its expansion plans.
Depreciation expense will increase as these plans are completed.




LIQUIDITY
AND CAPITAL RESOURCES




As of December 31, 2008, the Company
has a working capital deficit of approximately $3,399,369. The Company's
continued existence is dependent upon its ability to execute its operating plan
and to obtain additional debt or equity financing. There can be no assurance the
necessary debt or equity financing will be available, or will be available on
terms acceptable to the Company.




10




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




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 2008 and 2007, the Company
generated approximately $233,000 and $737,000 respectfully, in cash from
investing activities from the purchase and sale of marketable equity securities.
As of December 31, 2008, the company owns marketable securities valued at
approximately $354,000 with $8,784 in corresponding liabilities..




During 2008 and 2007, the Company has
raised approximately $72,000 and $76,000 through short-term notes payable and
advances from majority stockholders. The net proceeds to the Company were used
for working capital. During 2008, the company repaid $550,000 in shareholder
advances from past years. As of December 31, 2008, approximately $2,515,000 in
advances was due to Joseph Fiore, C.E.O. of the Company.




For the year ended December 31, 2008
and 2007, operating activities used approximately $167,000 and $115,000 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.




11




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.




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.




12




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




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




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




13




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







ITEM
7A QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK







Not
applicable.







ITEM
8 FINANCIAL STATEMENTS







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







ITEM
9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS


ON
ACCOUNTING AND FINANCIAL DISCLOSURE







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







ITEM
9A(T). CONTROLS AND PROCEDURES







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




14




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




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




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




There were no changes in our internal
control over financial reporting during the quarter ended December 31, 2008 that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.







ITEM
9B. OTHER INFORMATION





None




15




PART
III





ITEM
10 DIRECTORS EXECUTIVE OFFICERS, PROMOTERS AND


CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF


THE
EXCHANGE ACT







Executive
Officers and Directors




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


Director's
      Name
                                      Age
                                      Office
                                      Term
      ExpiresJoseph
      Fiore
                                      46
                                      Chief
      Executive Officer,
                                      NextChief
      Financial Officer,
                                      AnnualChairman
      of the Board of
                                      MeetingDirector/SecretaryJames
      Mylock, Jr.
                                      41
                                      Director
                                      NextAnnualMeetingTim
      Matula
                                      47
                                      Director
                                      NextAnnualMeetingGino
      Naldini
                                      56
                                      President
      and Chief Operating
                                      ResignedOfficer
                                      12/31/08




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




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




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




16




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. On December 31,
2008, Mr. Naldini resigned his positions.




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.




17




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
11 EXECUTIVE COMPENSATION







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




Employment
Agreements




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





ITEM
12 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 106,577,710 shares of issued and outstanding
Common Stock of the Company as of December 31, 2008 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.


18




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


*
            Includes
      49,143,273 shares of common stock and 2 shares (convertible to 23,255,814
      common shares) of Series E convertible preferred shares on an as if
      converted basis.




**
            Includes
      50,872,248 shares of common stock and 2 shares (convertible to 23,255,814
      common shares) of Series E convertible preferred shares on an as if
      converted basis.





ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





During 2008 and 2007, Joseph Fiore,
C.E.O. of the Company, and Berkshire Capital, which is controlled by Mr. Fiore,
paid expenses and made advances to the Company. All expenses paid on behalf of
the company have been recorded in the consolidated statements of operations in
the period paid. As of December 31, 2008 and 2007, $2,515,215 and $2,327,577
(including interest at 6%) in advances was due to these related
parties.




On August 8, 2003, the Board resolved
to enter into an agreement with Berkshire Capital Management Co., Inc., a
related party, for the purpose of utilizing the Company’s tax loss carry forward
to sell Berkshire’s acquired free trading stock in other public companies.
During the years ended December 31, 2008 and 2007, the Company has sold
marketable securities acquired under this agreement for $26,894 and $300,731,
respectively, and recorded a net loss on sale of $66,560 and $337,202,
respectively. As of December 31, 2008 and 2007, the remaining securities
acquired under this agreement are recorded in the accompanying Balance Sheets at
their quoted market value of$0and $27,759,
respectively. As of December 31, 2008 and 2007, related party accounts payable
include $8,784 and $100,314, respectively, due to Berkshire
Capital.




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




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




19




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




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




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




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




On January
11, 2008, the Company acquired 1,000,000 shares of Sustainable Power Corp from
Berkshire Capital Management in exchange for a demand note in the amount of
$47,000, carrying an interest rate of 6% A.P.R.




On February 29, 2008, the Company
acquired 2,000,000 shares of Sustainable Power Corp. From Berkshire Capital
Management in exchange for a demand note in the amount of $ 126,000, carrying an
interest rate of 6% A.P.R.




On February 28, 2008, 16,000,000 shares
at $.013 of common stock were issued to the company’s current officers,
directors and support staff. Compensation expense of $208,000 resulting from
this issuance has been recorded in the accompanying financial
statements.




On April 24, 2008, the Company acquired
2,000,000 shares of Sustainable Power Corp. From Berkshire Capital Management in
exchange for a demand note in the amount of $71,000, carrying an interest rate
of 6% A.P.R.




On April 24, 2008, the Company acquired
862,500 shares of EFoodSafety.Com from Berkshire Capital Management in exchange
for a demand note in the amount of $163,875, carrying an interest rate of 6%
A.P.R.




On July 1, 2008, the Company acquired
2,000,000 shares of Sustainable Power Corp. from Berkshire Capital Management in
exchange for a demand note in the amount of $63,000, carrying an interest rate
of 6% A.P.R.


20







ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





The following is a summary of the fees
billed to us by Robison, Hill & Company for professional services rendered
during the years ended December 31, 2008 and 2007:




Service
                
                2008
                
                
                2007Audit
      Fees
                
                $
                27,093
                
                
                $
                28,008Audit-Related
      Fees
                
                
                -
                
                
                
                -Tax
      Fees
                
                
                1,440
                
                
                
                1,762All
      Other Fees
                
                
                -
                
                
                
                -Total
                
                $
                28,533
                
                
                $
                29,770




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 2008 audit fees, audit-related fees, tax fees, and all other
fees to the extent the services occurred after May 6, 2004, the effective date
of the Securities and Exchange Commission’s final pre-approval
rules.




21





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


(a)
                          The
      following documents are filed as part of this report.1.
                          Financial
      Statements
                          PageReport
      of Independent Registered  Public Accountants
                          F-1Consolidated
      Balance Sheets,December
      31, 2008 and 2007
                          F-3Consolidated
      Statements of Operations,For
      The Years Ended December 31, 2008 and 2007
                          F-5Consolidated
      Statement of Changes in Stockholders’ Equity and Comprehensive
      Income,For
      The Years Ended December 31, 2008 and 2007
                          F-6Consolidated
      Statements of Cash Flows, For The Years EndedDecember
      31, 2008 and 2007
                          F-7Notes
      to Consolidated Financial Statements
                          F-8


22


2.
                ExhibitsThe
      following exhibits are included as part of this report:ExhibitNumber
                Title of Document3.1
                Articles
      of Incorporation(1)3.2
                By-laws(1)3.3
                Amended
      Articles of Incorporation4.1
                Form
      of Warrant Agreement(1)10.1
                Lease
      Information Form between E.A.J. PHL, Airport, Inc. and Marketplace Redwood
      Limited Partnership(1)10.2
                Registration
      of trade name for Eat at Joe's(1)10.2
                Registration
      Rights Agreement(1)21
                Subsidiaries
      of the Company(1)31
                Certification
      Pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.32
                Certification
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.


(1)
Incorporated by reference.




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




23




EAT AT JOE’S LTD. AND
SUBSIDIARIES
 
 
 -
: -
 
 INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS’ REPORT
 
 DECEMBER 31, 2008 AND
2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   24
 
 
 
 
 
 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS
 
 Board of
Directors and Stockholders
 Eat At
Joe’s Ltd. and Subsidiaries
 
 We have
audited the accompanying consolidated balance sheets of Eat At Joe’s Ltd., and
subsidiaries (a Delaware corporation) as of December 31, 2008, and 2007 and the
related consolidated statements of operations, changes in stockholders' equity
and comprehensive income, and cash flows for each of the years in the two-year
period ended December 31, 2008.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our
audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Eat At Joe’s Ltd., and
subsidiaries  as of December 31, 2008,  and 2007, and the
results of its operations and its cash flows for each of the years in the
two-year period ended December 31, 2008, in conformity with accounting
principles generally accepted in the United States of America.
 
  F -
1
  
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has suffered recurring losses from operations and has a
net capital deficiency that raise substantial doubt about its ability to
continue as a going concern.  Management’s plans in regard to these
matters are also described in Note 1.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
 
 
 
 /S/ ROBISON, HILL &
CO. Certified
Public Accountants
 
 Salt Lake
City, Utah
 March 23,
2009
 
 
  
 
 
 
  F -
2
  
 EAT AT
JOE’S LTD., AND SUBSIDIARIES
 CONSOLIDATED
BALANCE SHEETS
 DECEMBER
31, 2008 AND 2007
 
 
 
 2008
                    
                    
                    2007ASSETSCurrent
      Assets:Cash
      and cash equivalents
                    
                    $
                    1,131,017
                    
                    
                    $
                    1,543,465Receivables
                    
                    
                    8,346
                    
                    
                    
                    5,058Inventory
                    
                    
                    9,400
                    
                    
                    
                    6,900Prepaid
      expense
                    
                    
                    15,570
                    
                    
                    
                    519Trading
      securities
                    
                    
                    179,049
                    
                    
                    
                    -Available-for-sale
      securities
                    
                    
                    174,800
                    
                    
                    
                    194,615Total
      Current Assets
                    
                    
                    1,518,182
                    
                    
                    
                    1,750,557Property
      and equipment:Equipment
                    
                    
                    118,503
                    
                    
                    
                    118,503Furniture
      & Fixtures
                    
                    
                    3,964
                    
                    
                    
                    3,964Leasehold
      improvements
                    
                    
                    381,133
                    
                    
                    
                    381,133503,600
                    
                    
                    
                    503,600Less
      accumulated depreciation
                    
                    
                    (490,846
                    )
                    
                    
                    (488,796
                    )Total
      Property & Equipment
                    
                    
                    12,754
                    
                    
                    
                    14,804Other
      Assets:Intangible
      and other assets net ofamortization
      of $154,837 and $152,754for
      2008 and 2007, respectively
                    
                    
                    -
                    
                    
                    
                    2,083Total
      Other Assets
                    
                    
                    -
                    
                    
                    
                    2,083TOTAL
      ASSETS
                    
                    $
                    1,530,936
                    
                    
                    $
                    1,767,444
 
  F -
3
  EAT AT
JOE’S LTD., AND SUBSIDIARIES
 CONSOLIDATED
BALANCE SHEETS
 DECEMBER
31, 2008 AND 2007
 (Continued)
 
 
 
 2008
                    
                    
                    2007LIABILITIESCurrent
      Liabilities:Accounts
      payable and accrued liabilities
                    
                    $
                    176,980
                    
                    
                    $
                    191,499Related
      party accounts payable
                    
                    
                    8,784
                    
                    
                    
                    100,314Short-term
      notes payable
                    
                    
                    172,870
                    
                    
                    
                    172,870Related
      party notes payable
                    
                    
                    2,515,215
                    
                    
                    
                    2,327,577Convertible
      debentures
                    
                    
                    2,043,702
                    
                    
                    
                    2,043,702Total
      Current Liabilities
                    
                    
                    4,917,551
                    
                    
                    
                    4,835,962STOCKHOLDERS’
      DEFICITPreferred
      stock - $0.0001 par value.10,000,000
      shares authorized;20,000
      Series E shares issued and outstanding
                    
                    
                    2
                    
                    
                    
                    2Common
      Stock - $0.0001 par value.250,000,000
      shares authorized;106,577,710
      and 90,577,710 issued and outstandingDecember
      31, 2008 and 2007.
                    
                    
                    10,658
                    
                    
                    
                    9,058Additional
      paid-in capital
                    
                    
                    13,240,515
                    
                    
                    
                    13,034,115Unrealized
      gain on available-for-sale securities
                    
                    
                    2,300
                    
                    
                    
                    (503,633
                    )Retained
      deficit
                    
                    
                    (16,640,090
                    )
                    
                    
                    (15,608,060
                    )Total
      Stockholders’ Deficit
                    
                    
                    (3,386,615
                    )
                    
                    
                    (3,068,518
                    )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                    
                    $
                    1,530,936
                    
                    
                    $
                    1,767,444
 
  The
accompanying notes are an integral part of these financial
statements.
  F -
4
   EAT AT
JOE’S LTD., AND SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 YEARS
ENDED DECEMBER 31, 2008 AND 2007
 
 
 2008
                  
                  
                  2007Revenues
                  
                  $
                  1,555,690
                  
                  
                  $
                  1,429,689Cost
      of Revenues
                  
                  
                  645,952
                  
                  
                  
                  634,820Gross
      Margin
                  
                  
                  909,738
                  
                  
                  
                  794,869ExpensesLabor
      and Related Expenses
                  
                  
                  435,900
                  
                  
                  
                  438,653Rent
                  
                  
                  188,923
                  
                  
                  
                  191,504Depreciation
      and Amortization
                  
                  
                  4,132
                  
                  
                  
                  45,510Other
      General and Administrative
                  
                  
                  646,496
                  
                  
                  
                  336,398Total
      Operating Expenses
                  
                  
                  1,275,451
                  
                  
                  
                  1,012,065Net
      Income (Loss) from ContinuingOperations
                  
                  
                  (365,713
                  )
                  
                  
                  (217,196
                  )Other
      Income (Expense)Interest
      income
                  
                  
                  22,237
                  
                  
                  
                  42,184Dividend
      income
                  
                  
                  2,820
                  
                  
                  
                  3,824Interest
      expense
                  
                  
                  (120,420
                  )
                  
                  
                  (83,776
                  )Unrealized
      gain (loss) on Trading securities
                  
                  
                  (10,908
                  )
                  
                  
                  -Gain
      (Loss) on sale of MarketableSecurities
                  
                  
                  (556,820
                  )
                  
                  
                  (307,947
                  )Net
      Other Income (Expense)
                  
                  
                  (663,091
                  )
                  
                  
                  (345,715
                  )Net
      Loss Before Income Taxes
                  
                  $
                  (1,028,804
                  )
                  
                  $
                  (562,911
                  )Income
      Tax (Expense) Benefit
                  
                  
                  (3,226
                  )
                  
                  
                  (1,718
                  )Net
      Loss
                  
                  $
                  (1,032,030
                  )
                  
                  $
                  (564,629
                  )Basic
      Loss Per Common Share:
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.01
                  )Weighted
      Average Common Shares
                  
                  
                  103,998,475
                  
                  
                  
                  73,613,327
 
 The
accompanying notes are an integral part of these financial
statements.
  F -
5
   EAT AT
JOE’S LTD. AND SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
 AND
COMPREHENSIVE INCOME
 YEARS
ENDED DECEMBER 31, 2008 AND 2007
 Additional
                  
                  
                  UnrealizedPreferred
      Stock
                  
                  
                  Common
      Stock
                  
                  
                  Paid-in
                  
                  
                  Gains
      (Loses)
                  
                  
                  RetainedShares
                  
                  
                  Amount
                  
                  
                  Shares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  on
      Securities
                  
                  
                  Deficit
                  
                  
                  TotalBalance
      at January 1, 2007
                  
                  
                  20,000
                  
                  
                  $
                  2
                  
                  
                  
                  45,048,299
                  
                  
                  $
                  4,505
                  
                  
                  $
                  12,355,727
                  
                  
                  $
                  (803,850
                  )
                  
                  $
                  (15,043,431
                  )
                  
                  $
                  (3,487,047
                  )Shares
      Issued in exchange forrelated
      party accounts payable
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  45,529,411
                  
                  
                  
                  4,553
                  
                  
                  
                  678,388
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  682,941Net
      Loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (564,629
                  )
                  
                  
                  (564,629
                  )Unrealized
      Gain (Loss) onavailable-for-sale
      securities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  300,217
                  
                  
                  
                  -
                  
                  
                  
                  300,217Total
      Comprehensive Loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  300,217
                  
                  
                  
                  (564,629
                  )
                  
                  
                  (264,412
                  )Balance
      at December 31, 2007
                  
                  
                  20,000
                  
                  
                  $
                  2
                  
                  
                  
                  90,577,710
                  
                  
                  $
                  9,058
                  
                  
                  $
                  13,034,115
                  
                  
                  $
                  (503,633
                  )
                  
                  $
                  (15,608,060
                  )
                  
                  $
                  (3,068,518
                  )Shares
      Issued in exchange forstaff
      compensation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  16,000,000
                  
                  
                  
                  1,600
                  
                  
                  
                  206,400
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  208,000Net
      Loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,032,030
                  )
                  
                  
                  (1,032,030
                  )Unrealized
      Gain (Loss) onavailable-for-sale
      securities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  505,933
                  
                  
                  
                  -
                  
                  
                  
                  505,933Total
      Comprehensive Loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  505,933
                  
                  
                  
                  (1,032,030
                  )
                  
                  
                  (526,097
                  )Balance
      at December 31, 2008
                  
                  
                  20,000
                  
                  
                  $
                  2
                  
                  
                  
                  106,577,710
                  
                  
                  $
                  10,658
                  
                  
                  $
                  13,240,515
                  
                  
                  $
                  2,300
                  
                  
                  $
                  (16,640,090
                  )
                  
                  $
                  (3,386,615
                  )
 
 The
accompanying notes are an integral part of these financial
statements.
 
  F -
6
  EAT AT
JOE’S LTD. AND SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 YEARS
ENDED DECEMBER 31, 2008 AND 2007
 
 2008
                  
                  
                  2007Cash
      Flows From Operating ActivitiesNet
      gain (loss) for the period
                  
                  $
                  (1,032,030
                  )
                  
                  $
                  (564,629
                  )Adjustments
      to reconcile net loss to net cash
                    Provided
      by operating activitiesDepreciation
      and amortization
                  
                  
                  4,132
                  
                  
                  
                  45,510Compensation
      expense on stock issued
                  
                  
                  208,000
                  
                  
                  
                  -Unrealized
      (gain) loss on trading securities
                  
                  
                  10,908
                  
                  
                  
                  -(Gain)
      Loss on sale of marketable securities
                  
                  
                  556,820
                  
                  
                  
                  307,947Decrease
      (Increase) in receivables
                  
                  
                  (3,288
                  )
                  
                  
                  (2,160
                  )Decrease
      (Increase) in inventory
                  
                  
                  (2,500
                  )
                  
                  
                  -Decrease
      (Increase) in prepaid expense
                  
                  
                  (15,051
                  )
                  
                  
                  9,536(Decrease)
      Increase in accrued interest payable
                  
                  
                  120,421
                  
                  
                  
                  83,776(Decrease)
      Increase in accounts payable and accrued liabilities
                  
                  
                  (14,519
                  )
                  
                  
                  5,059Net
      Cash Used in Operating Activities
                  
                  
                  (167,107
                  )
                  
                  
                  (114,961
                  )Cash
      Flows From Investing ActivitiesPurchases
      of marketable securities
                  
                  
                  (365,995
                  )
                  
                  
                  (287,083
                  )Proceeds
      from sale of marketable securities
                  
                  
                  599,154
                  
                  
                  
                  1,030,464Purchase
      of property and equipment
                  
                  
                  -
                  
                  
                  
                  (6,517
                  )Net
      Cash Provided by Investing Activities
                  
                  
                  233,159
                  
                  
                  
                  736,864Cash
      Flows From Financing ActivitiesAdvances
      from majority stockholders
                  
                  
                  71,500
                  
                  
                  
                  75,500Proceeds
      from related party notes payable
                  
                  
                  -
                  
                  
                  
                  -Repayment
      of notes, advances and related party payables
                  
                  
                  (550,000
                  )
                  
                  
                  -Net
      Cash Provided by Financing Activities
                  
                  
                  (478,500
                  )
                  
                  
                  75,500Increase
      (Decrease)  in Cash
                  
                  
                  (412,448
                  )
                  
                  
                  697,403Cash
      at beginning of period
                  
                  
                  1,543,465
                  
                  
                  
                  846,062Cash
      at end of period
                  
                  $
                  1,131,017
                  
                  
                  $
                  1,543,465
 
 Supplemental
      Disclosure of Interest and Income Taxes PaidInterest
      paid during the period
                  
                  $
                  13,398
                  
                  
                  $
                  -Income
      taxes paid during the period
                  
                  $
                  1,525
                  
                  
                  $
                  2,430Supplemental
      Disclosure of Non-cash Investing and Financing
      Activities:Marketable
      securities acquired through related party notes
                  
                  $
                  470,875
                  
                  
                  $
                  1,015,000Common
      stock issued for compensation
                  
                  $
                  208,000
                  
                  
                  $
                  -Marketable
      securities exchanged for related party payables
                  
                  $
                  -
                  
                  
                  $
                  12,000Unrealized
      gain on trading securities
                  
                  $
                  10,908
                  
                  
                  $
                  -Common
      stock issued for related party payables
                  
                  $
                  -
                  
                  
                  $
                  682,941
 .
 
 The
accompanying notes are an integral part of these financial
statements.
  F -
7
  EAT AT
JOE’S LTD. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
ENDED DECEMBER 31, 2008 AND 2007
 
 NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 This summary of accounting policies for
Eat At Joe’s, Ltd. and subsidiaries is presented to assist in understanding the
Company's financial statements.  The accounting policies conform to
generally accepted accounting principles and have been consistently applied in
the preparation of the financial statements.
 
 Organization
 
 Eat At Joe’s Ltd. (Company) was
incorporated on January 6, 1988, under the laws of the State of Delaware, as a
wholly-owned subsidiary of Debbie Reynolds Hotel and Casino, Inc. (DRHC)
(formerly Halter Venture Corporation or Halter Racing Stables, Inc.) a
publicly-owned corporation.  DRHC caused the Company to register
1,777,000 shares of its initial 12,450,000 issued and outstanding shares of
common stock with the Securities and Exchange Commission on Form
S-18.  DRHC then distributed the registered shares to DRHC
stockholders.
 
 During
the period September 30, 1988 to December 31, 1992, the Company remained in the
development stage while attempting to enter the mining industry.  The
Company acquired certain unpatented mining claims and related equipment
necessary to mine, extract, process and otherwise explore for kaolin clay,
silica, feldspar, precious metals, antimony and other commercial minerals from
its majority stockholder and other unrelated third-parties.  The
Company was unsuccessful in these start-up efforts and all activity was ceased
during 1992 as a result of foreclosure on various loans in default and/or the
abandonment of all assets.  From 1992 until 1996 the Company had no
operations, assets or liabilities.
 
 On July 29, 2003, the Board of
Directors Resolved to change the authorized capital stock from 50,000,000 common
shares to 250,000,000 common shares.  There was no change to the par
value.
 
 Basis of
Presentation
 
 The Company’s consolidated financial
statements have been prepared on a going concern basis, which contemplates the
realization of assets and satisfaction of liabilities in the normal course of
business.  The consolidated financial statements do not include any
adjustment relating to recoverability and classification of recorded amounts of
assets and liabilities that might be necessary should the Company be unable to
continue as a going concern.
  F -
8
  EAT AT
JOE’S LTD. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
ENDED DECEMBER 31, 2008 AND 2007
 (Continued)
 
 NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 (Continued)
 
 Basis of Presentation
(continued)
 
 The Company has incurred a net loss for
the years ended December 31, 2008 and 2007 of $1,032,030 and $564,629,
respectively, and the Company used cash from operations of $167,107 and
$114,961, respectively.  As of December 31, 2008, the Company had a
working capital deficit of $3,399,369.  These conditions raise
substantial doubt as to the Company's ability to continue as a going
concern.
 
 The Company's continued existence is
dependent upon its ability to execute its operating plan and to obtain
additional debt or equity financing.  There can be no assurance the
necessary debt or equity financing will be available, or will be available on
terms acceptable to the Company.
 
 Management plans include opening one
new restaurant during the next twelve months and obtaining additional financing
to fund payment of obligations and to provide working capital for operations and
to finance future growth.  The Company is actively pursuing
alternative financing and has had discussions with various third parties,
although no firm commitments have been obtained.  In the interim,
shareholders of the Company have committed to meeting its operating
expenses.  Management believes these efforts will generate sufficient
cash flows from future operations to pay the Company’s obligations and realize
other assets.  There is no assurance any of these transactions will
occur.
 
 Nature of
Business
 
 The Company is developing, owns and
operates theme restaurants styled in an “American Diner”
atmosphere.
 
 Principles of
Consolidation
 
 The consolidated financial statements
include the accounts of Eat At Joe’s, LTD. And its wholly-owned subsidiaries,
E.A.J. Hold, Inc., a Nevada corporation (“Hold”),  E.A.J. PHL Airport,
Inc., a Pennsylvania corporation, E.A.J. Shoppes, Inc., a Nevada corporation,
E.A.J. Cherry Hill, Inc., a Nevada corporation, E.A.J. Neshaminy, Inc., a Nevada
corporation, E.A.J. PM, Inc., a Nevada corporation, E.A.J. Echelon, Inc., a
Nevada corporation, E.A.J. Market East, Inc., a Nevada corporation, E.A.J. MO,
Inc., a Nevada corporation, E.A.J. Syracuse, Inc., a Nevada corporation, E.A.J.
Walnut Street, Inc., a Nevada corporation, E.A.J. Owings, Inc., a Nevada
corporation, and 1398926 Ontario, Inc. and 1337855 Ontario, Inc., British
Columbia corporations.  All significant intercompany accounts and
transactions have been eliminated.
  F -
9
  EAT AT
JOE’S LTD. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
ENDED DECEMBER 31, 2008 AND 2007
 (Continued)
 
 NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 (Continued)
 
 Inventories
 
 Inventories consist of food, paper
items and related materials and are stated at the lower of cost (first-in,
first-out method) or market.
 
 Revenue
Recognition
 
 The Company generates revenue from the
sale of food and beverage through its restaurants.  Revenue is
recognized upon receipt of payment.
 
 Income
Taxes
 
 The Company accounts for income taxes
under the provisions of SFAS No. 109, “Accounting for Income
Taxes.”  SFAS No.109 requires recognition of deferred income tax
assets and liabilities for the expected future income tax consequences, based on
enacted tax laws, of temporary differences between the financial reporting and
tax bases of assets and liabilities.
 
 Cash and Cash
Equivalents
 
 For purposes of the statement of cash
flows, the Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents to the extent the funds
are not being held for investment purposes.
 
 Depreciation
 
 Office furniture, equipment and
leasehold improvements, are stated at cost.  Depreciation and
amortization are computed using the straight-line method over the estimated
economic useful lives of the related assets as follows:
 Furniture
      & fixtures
              5-10
      yearsEquipment
              5- 7
      yearsLeasehold
      improvements
              8-15
      years
 
 Maintenance and repairs are charged to
operations; betterments are capitalized.  The cost of property sold or
otherwise disposed of and the accumulated depreciation thereon are eliminated
from the property and related accumulated depreciation accounts, and any
resulting gain or loss is credited or charged to income.
  F -
10
  
 EAT AT
JOE’S LTD. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
ENDED DECEMBER 31, 2008 AND 2007
 (Continued)
 
 NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 (Continued)
 
 Amortization
 
 Intangible assets consist of a
trademark registered with the United States of America Patent and Trademark
Office with a registration No. 1575696.  Intangible assets are
amortized over their estimated useful life of 10 years.
 
 The Company has adopted the Financial
Accounting Standards Board SFAS No., 142,  “Goodwill and Other
Intangible Assets.”  SFAS 142 requires, among other things, that
companies no longer amortize goodwill, but instead test goodwill for impairment
at least annually.  In addition, SFAS 142 requires that the Company
identify reporting units for the purposes of assessing potential future
impairments of goodwill, reassess the useful lives of other existing recognized
intangible assets, and cease amortization of intangible assets with an
indefinite useful life.  An intangible asset with an indefinite useful
life should be tested for impairment in accordance with the guidance in SFAS
142.
 
 The Company has adopted Financial
Accounting Standards Board Statement No. 144.  SFAS 144 requires that
long-lived assets, such as property, plant, and equipment, and purchased
intangibles subject to amortization, are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable.  Recoverability of assets to be held and used is
measured by comparison of the carrying amount of an asset to estimated
undiscounted future cash flows expected to be generated by the
asset.  If the carrying amount of an asset exceeds its estimated
future cash flows, an impairment charge is recognized by the amount by which the
carrying amount of the asset exceeds the fair value of the asset.
 
 Assets to be disposed of would be
separately presented in the balance sheet and reported at the lower of the
carrying amount or fair value less costs to sell, and are no longer depreciated.
The assets and liabilities of a disposed group classified as held for sale would
be presented separately in the appropriate asset and liability sections of the
balance sheet.
  F -
11
  
 EAT AT
JOE’S LTD. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
ENDED DECEMBER 31, 2008 AND 2007
 (Continued)
 
 NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 (Continued)
 
 Recent Accounting
Standards
 
 In February 2007, the FASB issued SFAS
No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities"
("SFAS 159"). SFAS 159 provides companies with an option to report selected
financial assets and liabilities at fair value. The objective of SFAS 159 is to
reduce both complexity in accounting for financial instruments and the
volatility in earnings caused by measuring related assets and liabilities
differently. Generally accepted accounting principles have required different
measurement attributes for different assets and liabilities that can create
artificial volatility in earnings. The FASB has indicated it believes that SFAS
159 helps to mitigate this type of accounting-induced volatility by enabling
companies to report related assets and liabilities at fair value, which would
likely reduce the need for companies to comply with detailed rules for hedge
accounting. SFAS 159 also establishes presentation and disclosure requirements
designed to facilitate comparisons between companies that choose different
measurement attributes for similar types of assets and
liabilities.  SFAS 159 does not eliminate disclosure requirements
included in other accounting standards, including requirements for disclosures
about fair value measurements included in SFAS 157 and SFAS No. 107,
"Disclosures about Fair Value of Financial Instruments." SFAS 159 is effective
for the Company as of the beginning of fiscal year 2008. The adoption of this
pronouncement did  not have an impact on the Company's financial
position, results of operations or cash flows.
 
 In December 2007, the FASB issued No.
160, “Noncontrolling Interests in Financial Statements, an amendment of ARB No.
51" (“SFAS 160").  SFAS 160 amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary.  It clarifies that a noncontrolling
interest in a subsidiary is an ownership interest in the consolidated entity
that should be reported as equity in the consolidated financial
statements.  This Statement is effective for fiscal years beginning on
or after December 15, 2008.  Early adoption is not permitted.
Management is currently evaluating the effects of this statement, but it is not
expected to have any impact on the Company’s financial
statements.
  F -
12
  
 EAT AT
JOE’S LTD. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
ENDED DECEMBER 31, 2008 AND 2007
 (Continued)
 
 NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 (Continued)
 
 Recent Accounting
Standards
 
 In December 2007, the
FASB  issued No. 141(R),  “Business Combinations” (“SFAS
141(R)”.  SFAS 141(R) provides companies with principles and
requirements on how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, liabilities assumed, and any
noncontrolling interest in the acquiree as well as the recognition and
measurement of goodwill acquired in a business combination. SFAS 141(R) also
requires certain disclosures to enable users of the financial statements to
evaluate the nature and financial effects of the business combination.
Acquisition costs associated with the business combination will generally be
expensed as incurred. SFAS 141(R) is effective for business combinations
occurring in fiscal years beginning after December 15, 2008, which will require
the Company to adopt these provisions for business combinations occurring in
fiscal 2009 and thereafter. Early adoption of SFAS 141(R) is not
permitted.  Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company’s financial
statements.
 
 In March 2008, the FASB issued No. 161,
“Disclosures about Derivative Instruments and Hedging Activities, an amendment
of FASB Statement No. 133.  (“SFAS 161").  SFAS 161 requires
enhanced disclosures about an entity's derivative and hedging activities and
thereby improves the transparency of financial reporting.  This
Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. This Statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption.  Management is
currently evaluating the effects of this statement, but it is not expected to
have any impact on the Company’s financial statements.
 
 Earnings (Loss) Per
Share
 
 Basic loss per share has been computed
by dividing the loss for the year applicable to the common stockholders by the
weighted average number of common shares outstanding during the
years.
 
 Diluted  net income per
common share was calculated based on an increased number of shares that would be
outstanding assuming that the preferred shares were converted to 23,255,814 and
8,333,333 common shares as of December 31, 2008, and 2007,
respectively.  The effect of outstanding common stock equivalents are
anti-dilutive for 2008 and 2007 and are thus not considered.
  F -
13
  
 EAT AT
JOE’S LTD. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
ENDED DECEMBER 31, 2008 AND 2007
 (Continued)
 
 NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 (Continued)
 
 Pervasiveness of
Estimates
 
 The preparation of financial statements
in conformity with generally accepted accounting principles required management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.
 
 Concentration of Credit
Risk
 
 The Company has no significant
off-balance-sheet concentrations of credit risk such as foreign exchange
contracts, options contracts or other foreign hedging
arrangements.  The Company maintains the majority of its cash balances
with one financial institution, in the form of demand deposits.
 
 Reclassifications
 
 Certain reclassifications have been
made in the 2008 financial statements to conform with the 2007
presentation.
 
 Fair Value of Financial
Instruments
 
 The carrying value of the Company's
financial instruments, including receivables and accounts payable and accrued
liabilities at December 31, 2008 and 2007 approximates their fair values due to
the short-term nature of these financial instruments.  The carrying
values of marketable securities available for sale are based on quoted market
prices.
  F -
14
  EAT AT
JOE’S LTD. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
ENDED DECEMBER 31, 2008 AND 2007
 (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.
 
 The  Company’s securities
investments that are bought and held principally for the purpose of selling them
in the near term are classified as trading securities.  Trading
securities are recorded at fair value on the balance sheet in current assets,
with the change in fair value during the period included in
earnings.
 
 Investments in securities are
summarized as follows:
 December
      31, 2008Gross
                  
                  
                  GrossUnrealized
                  
                  
                  Unrealized
                  
                  
                  FairGain
                  
                  
                  Loss
                  
                  
                  ValueTrading
      securities
                  
                  $
                  -
                  
                  
                  $
                  10,908
                  
                  
                  $
                  179,049Available-for-sale
      securities
                  
                  $
                  2,300
                  
                  
                  $
                  -
                  
                  
                  $
                  174,800
 
 December
      31, 2007Gross
                    
                    
                    GrossUnrealized
                    
                    
                    Unrealized
                    
                    
                    FairGain
                    
                    
                    Loss
                    
                    
                    ValueTrading
      securities
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Available-for-sale
      securities
                    
                    $
                    -
                    
                    
                    $
                    503,633
                    
                    
                    $
                    194,615
 
 Results of operations for the years
ended December 31, 2008 and 2007  include a charge of $10,908 and $0
for unrealized holding losses on trading securities.  For the year
ended December 31, 2008, other comprehensive income includes an unrealized
holding gain on available-for-sale securities of $2,300, and for the year ended
December 31, 2007, other comprehensive income includes an unrealized holding
loss on available-for-sale securities of $503,633.
 
 
 F -
15
 
 
 EAT AT
JOE’S LTD. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
ENDED DECEMBER 31, 2008 AND 2007
 (Continued)
 
 NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 (Continued)
 
 Realized Gains and losses are
determined on the basis of specific identification.  During the years
ended December 31, 2008 and 2007, sales proceeds and gross realized gains and
losses on securities classified as available-for-sale securities
were:
 For
      the Year EndedDecember
      31,2008
                  
                  
                  2007Trading
      securities:Sales
      Proceeds
                  
                  $
                  430,656
                  
                  
                  $
                  -Gross
      Realized Losses
                  
                  $
                  116,427
                  
                  
                  $
                  -Gross
      Realized Gains
                  
                  $
                  7,672
                  
                  
                  $
                  -Available-for-sale
      securities:Sale
      Proceeds
                  
                  $
                  168,498
                  
                  
                  $
                  1,030,465Gross
      Realized Losses
                  
                  $
                  448,065
                  
                  
                  $
                  724,811Gross
      Realized Gains
                  
                  $
                  -
                  
                  
                  $
                  416,864
 
 NOTE 2 - SHORT-TERM NOTES
PAYABLE
 
 Short-Term Notes Payable consist of
loans from unrelated entities as of  December 31, 2008 and
2007.  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, 2008, the Company
had a net operating loss carryforward for income tax reporting purposes of
approximately $6,100,000 that may be offset against future taxable income
through 2028.  Current tax laws limit the amount of loss available to
be offset against future taxable income when a substantial change in ownership
occurs.  Therefore, the amount available to offset future taxable
income may be limited.  No tax benefit has been reported in the
financial statements, because the Company believes there is a 50% or greater
chance the carryforwards will expire unused.  Accordingly, the
potential tax benefits of the loss carryforwards are offset by a valuation
allowance of the same amount.
 
 The Company has the following tax
assets:
 December
      31,
                  
                  
                  December
      31,2008
                  
                  
                  2007Net
      Operating Losses
                  
                  $
                  2,074,000
                  
                  
                  $
                  2,108,000Depreciation
      and Other
                  
                  
                  108,800
                  
                  
                  
                  114,000Valuation
      Allowance
                  
                  
                  (2,182,800
                  )
                  
                  
                  (2,222,000
                  )$
                  -
                  
                  
                  $
                  -
   F -
16
 
 EAT AT
JOE’S LTD. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
ENDED DECEMBER 31, 2008 AND 2007
 (Continued)
 
 NOTE 3 - INCOME TAXES
(continued)
 
 The provision for income taxes differs
from the amount computed using the federal US statutory income tax rate as
follows:
 December
      31,
                  
                  
                  December
      31,2008
                  
                  
                  2007Provision
      (Benefit) at US Statutory Rate
                  
                  $
                  (350,200
                  )
                  
                  $
                  (191,974
                  )Net
      Operating Losses
                  
                  
                  34,000
                  
                  
                  
                  136,000Depreciation
      and Other
                  
                  
                  355,400
                  
                  
                  
                  185,803Increase
      (Decrease) in Valuation Allowance
                  
                  
                  (39,200
                  )
                  
                  
                  (129,829
                  )$
                  -
                  
                  
                  $
                  -
 
 The Company evaluates its valuation
allowance requirements based on projected future operations. When circumstances
change and causes a change in management's judgement about the recoverability of
deferred tax assets, the impact of the change on the valuation is reflected in
current income.
 
 NOTE 4 - UNCERTAIN TAX
POSITIONS
 
 Effective January 1, 2007, the company
adopted the provisions of FASB Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (“FIN
48”). FIN 48 prescribes a recognition threshold and a measurement attribute for
the financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax
position must be more-likely-than-not to be sustained upon examination by taxing
authorities. The adoption of the provisions of FIN 48 did not have a material
impact on the company’s condensed consolidated financial position and results of
operations. At December 31, 2008, the company had no liability for unrecognized
tax benefits and no accrual for the payment of related interest and penalties.
The Company did not record a cumulative effect adjustment relating to the
adoption of FIN 48.
 
 Interest costs related to unrecognized
tax benefits are classified as “Interest expense, net” in the accompanying
condensed consolidated statements of operations. Penalties, if any, would be
recognized as a component of “Selling, general and administrative expenses”. The
Company recognized $0 of interest and penalties expense related to unrecognized
tax benefits during 2007. In many cases the company’s uncertain tax positions
are related to tax years that remain subject to examination by relevant tax
authorities. With few exceptions, the company is generally no longer subject to
U.S. federal, state, local or non-U.S. income tax examinations by tax
authorities for years before 2004. The following describes the open tax years,
by major tax jurisdiction, as of December 31, 2008:
 United
      States (a)
              
              2005
      - Present
 
 (a)
Includes federal as well as state or similar local jurisdictions, as
applicable.
 
 
 
 F -
17
  EAT AT
JOE’S LTD. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
ENDED DECEMBER 31, 2008 AND 2007
 (Continued)
 
 NOTE 5 - RELATED PARTY
TRANSACTIONS
 
 During 2008 and 2007, Joseph Fiore,
C.E.O. of the Company, and Berkshire Capital, which is controlled by Mr. Fiore,
paid expenses and made advances to the Company.  All expenses paid on
behalf of the company have been recorded in the consolidated statements of
operations for period paid.  As of December 31, 2008 and
2007,  $2,515,215 and $2,327,577 (including accrued interest at 6%) in
advances was due to these related parties.
 
 On August 8, 2003, the Board resolved
to enter into an agreement with Berkshire Capital Management Co., Inc., a
related party, for the purpose of utilizing the Company’s tax loss carry forward
to sell Berkshire’s acquired free trading stock in other public
companies.  During the years ended December 31, 2008 and 2007, the
Company has sold marketable securities acquired under this agreement for $26,894
and $300,731, respectively, and recorded a net loss on sale of $66,560 and
$337,202, respectively.  As of December 31, 2008 and 2007, the
remaining securities acquired under this agreement are recorded in the
accompanying Balance Sheets at their quoted market value of$0and $27,759,
respectively.  As of December 31, 2008 and 2007, related party
accounts payable include $8,784 and $100,314, respectively, due to Berkshire
Capital.
 
 On May 16, 2007, the Company acquired
3,000,000 shares of Sustainable Power Corp. From Berkshire Capital Management in
exchange for a demand note in the amount of $210,000, carrying an interest rate
of 6% A.P.R.
 
 On May 16, 2007, 45,529,411 restricted
shares of Eat at Joe’s, LTD were issued by the Board of Directors to Berkshire
Capital Management Co, Inc at $0.015 per share in satisfaction of $682,941.00 in
related party accounts payable due to Berkshire Capital Management.
 
 On
June 14, 2007, the Company acquired 1,000,000 shares of International Oil &
Gas Holdings Corp. From Berkshire Capital Management in exchange for a demand
note in the amount of $125,000, carrying an interest rate of 6%
A.P.R.
 
 On
July 17, 2007, the Company acquired 3,000,000 shares of International Oil &
Gas Holdings Corp. From Berkshire Capital Management in exchange for a demand
note in the amount of $465,000, carrying an interest rate of 6%
A.P.R.
 
 On
August 22, 2007, the Company acquired 2,000,000 shares of International Oil
& Gas Holdings Corp. From Berkshire Capital Management in exchange for a
demand note in the amount of $160,000, carrying an interest rate of 6%
A.P.R.
 
 On
September 20, 2007, the Company acquired 1,000,000 shares of International Oil
& Gas Holdings Corp. From Berkshire Capital Management in exchange for a
demand note in the amount of $ 55,000, carrying an interest rate of 6%
A.P.R.
 
 On
January 11, 2008, the Company acquired 1,000,000 shares of Sustainable Power
Corp from Berkshire Capital Management in exchange for a demand note in the
amount of $47,000, carrying an interest rate of 6% A.P.R.
 
 On
February 29, 2008, the Company acquired 2,000,000 shares of Sustainable Power
Corp. From Berkshire Capital Management in exchange for a demand note in the
amount of $ 126,000, carrying an interest rate of 6% A.P.R.
   F -
18
  EAT AT
JOE’S LTD. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
ENDED DECEMBER 31, 2008 AND 2007
 (Continued)
 
 NOTE 5 - RELATED PARTY
TRANSACTIONS (continued)
 
 On February 28, 2008, 16,000,000 shares
at $.013 of common stock were issued to the company’s current officers,
directors and support staff.  Compensation expense of $208,000
resulting from this issuance has been recorded in the accompanying financial
statements.
 
 On April 24, 2008, the Company acquired
2,000,000 shares of Sustainable Power Corp. From Berkshire Capital Management in
exchange for a demand note in the amount of $71,000, carrying an interest rate
of 6% A.P.R.
 
 On April 24, 2008, the Company acquired
862,500 shares of EFoodSafety.Com from Berkshire Capital Management in exchange
for a demand note in the amount of $163,875, carrying an interest rate of 6%
A.P.R.
 
 On July 1, 2008, the Company acquired
2,000,000 shares of Sustainable Power Corp. from Berkshire Capital Management in
exchange for a demand note in the amount of $63,000, carrying an interest rate
of 6% A.P.R.
 
 NOTE 6 - RENT AND LEASE
EXPENSE
 
 The Company’s wholly-owned subsidiary
E.A.J. PHL Airport, Inc. leases approximately 845 square feet in the
Philadelphia Airport, Philadelphia, Pennsylvania pursuant to a  lease
dated April 30, 1997.  E.A.J. PHL Airport pays $7,083 per month basic
rent plus 15% -18% of gross revenues above $850,000 under the lease which
expires April 2010.
 
 The minimum future lease payments under
these leases for the next five years are:
  Year
      Ended December 31,
                  
                  Real
      Property2009
                  
                  $
                  84,9962010
                  
                  
                  28,3322011
                  
                  
                  -2012
                  
                  
                  -2013
                  
                  
                  -Total
      five year minimum lease payments
                  
                  $
                  113,328
 
 The lease generally provides that
insurance, maintenance and tax expenses are obligations of the
Company.  It is expected that in the normal course of business, leases
that expire will be renewed or replaced by leases on other
properties.
 
 F -
19
  EAT AT
JOE’S LTD. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
ENDED DECEMBER 31, 2008 AND 2007
 (Continued)
 
 NOTE 7 - CONVERTIBLE
DEBENTURES
 
 On July 31, and September 2, 1998, the
Company sold its 8% convertible debenture in the aggregate principal amount of
$1,500,000 to an accredited investor pursuant to an exemption from registration
under Section 4(2) and/or Regulation D.
 
 The material terms of the Company'
convertible debentures provide for the payment of interest at 8% per annum
payable quarterly, mandatory redemption after 3 years from the date of issuance
at 130% of the principal amount.  Subject to adjustment, the
debentures are convertible into Common Stock at the lower of a fixed conversion
price ($1.82 per share for $900,000 principal amount of debentures; $1.61 per
share for $600,000 principal amount of debentures) or 75% of the average closing
bid price for the Company's Common Stock for the 5 trading days preceding the
date of the conversion  notice.  Repayment of the
indebtedness is secured by a general lien on the assets of the Company and
guarantee by 5 of the Company's subsidiaries.
 
 Total issue costs were $156,551.20
which were amortized over the initial terms of the debt with a maturity date of
July 31 and September 2, 2001.
 
 NOTE 8 - CONVERTIBLE
PREFERRED STOCK
 
 The Series E Convertible Preferred
Stock carries the following rights and preferences;
 
 *
              No
      dividends.
 *
              Convertible
      to common stock at the average closing bid price for the Company’s common
      stock for the 5 trading days prior to the conversion date, and is
      adjustable to prevent dilution.  (Convertibleto
      23,255,814 common shares at December 31,
  2008).
 *
              Convertible
      at the Option of the Company at par value only after repayment of the
      shareholder loans from Joseph Fiore and subject to the holders option to
      convert.
 *
              Entitled
      to vote 1,000 votes per share of Series E Convertible Preferred
      Shares.
 *
              Entitled
      to liquidation preference at par
value.
 *
              Is
      senior to all other share of preferred or common shares issued past,
      present and future.
  F -
20







SIGNATURES




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




EAT
AT JOE'S LTD.


Dated:
March 31, 2009





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 31st day of March 2009.




Signatures
and 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