UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K


(Mark
One)


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





For the
fiscal year ended  December 31, 2009





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     [√] 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     [√] 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.     [√]
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.     [√]





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 theExchange
Act).     Yes     No√





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 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, 2009, 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
10,000,000 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
              6Item
      2.
              Description
      of Property
              6Item
      3.
              Legal
      Proceedings
              7Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              7PART IIItem
      5.
              Market
      for Common Equity and Related Stockholder Matters
              7Item
      6.
              Selected
      Financial Data
              8Item
      7.
              Management’s
      Discussion and Analysis or Plan of Operations
              8Item
      7A.
              Quantitative
      and Qualitative Disclosure About Market Risk
              12Item
      8.
              Financial
      Statements
              12Item
      9.
              Changes
      In and Disagreements with Accountants on Accounting and Financial
      Disclosure
              12Item
      9AT.
              Controls
      and Procedures
              12Item
      9B.
              Other
      Information
              13PART IIIItem
      10.
              Directors,
      Executive Officers, Promoters and Control Persons; Compliance
      with Section 16(a) of the Exchange Act
              13Item
      11.
              Executive
      Compensation
              14Item
      12.
              Security
      Ownership of Certain Beneficial Owners and Management
              14Item
      13.
              Certain
      Relationships and Related Transactions
              15Item
      14.
              Principal
      Accountant Fees and Services
              16Item
      15.
              Exhibits
      and Reports on Form 8-K
              17









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.





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





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





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





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


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


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


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


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


- E.A.J.
Echelon, Inc., a Nevada corporation,
   4


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


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


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


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


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


- 1337855
Ontario Inc., an Ontario corporation,


- 1398926
Ontario Inc., an Ontario corporation.





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





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





OPERATING
LOSSES





The Company has incurred net losses
from operations of approximately $4,000 and $366,000 for the  years
ended December 31, 2009 and December 31, 2008, respectively.  Such
operating losses reflect developmental and other administrative costs for 2009
and 2008.  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.





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 29, 2010, the Company had
approximately 9 employees, none of whom is represented by a labor
union.





5





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.





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.








6




ITEM 3   LEGAL
PROCEEDINGS





NONE








ITEM 4   SUBMISSION OF
MATTERS TO A


VOTE
OF SECURITY HOLDERS




No matters were subject to a vote of
security holders during the year 2009.












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
            
            
            Low2008:First
      Quarter
            
            $
            0.015
            
            
            $
            0.015Second
      Quarter
            
            $
            0.010
            
            
            $
            0.010Third
      Quarter
            
            $
            0.005
            
            
            $
            0.004Fourth
      Quarter
            
            $
            0.004
            
            
            $
            0.0042009:First
      Quarter
            
            $
            0.015
            
            
            $
            0.005Second
      Quarter
            
            $
            0.005
            
            
            $
            0.005Third
      Quarter
            
            $
            0.015
            
            
            $
            0.008Fourth
      Quarter
            
            $
            0.010
            
            
            $
            0.010





DIVIDENDS





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





The number of shareholders of record of
the Company’s Common Stock as of December 31, 2009 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.





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.








7




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.





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, 2009 and 2008, the Company had a net loss from
operations of approximately $4,000 and $366,000 respectively.






8





Total
Revenues - For the years ended December 31, 2009 and 2008, the Company had total
sales of  approximately $1,274,000 and $1,556,000 respectively, for an
decrease of approximately $282,000.  Management believes revenues will
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
2008 to 2009.  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 increased 2% as a percentage of sales from 2008 to 2009 due to periodic
raises.





The cost
of rent increased 3% as a percentage of sales from 2008 to
2009.   E.A.J. PHL Airport pays $7,083 per month basic rent plus
15% -18% of gross revenues above $850,000 under the lease.  The rent
is a fixed cost and sales are variable, so the total rent paid varies from year
to year.





Depreciation
and amortization expense increased approximately $800 form 2008 to
2009.  This increase is attributable to depreciation from a new asset
added in 2009.  Management expects depreciation and amortization to
decline until the Company can carry out its expansion
plans.  Depreciation expense will increase as these plans are
completed.





General
and administrative expenses decreased 25% as a percentage of sales from 2008 to
2009.  This decrease is mainly attributable to a decrease in
consulting expense of $140,400 from 2008 to 2009, and also to the $208,000 of
compensation expense recorded in 2008 from the issuance of common
stock.





Interest
income and dividend income decreased from 2008 to 2009.  Interest
expense decreased approximately $14,500 and dividend income decreased
approximately $2,775 from 2008 to 2009.  There was less interest due
to overall economic conditions, where banks and other interest or
dividend-bearing instruments were paying lower rates.





Interest
expense increased approximately $16,600 from 2008 to 2009.  This
increase is due to the continuing interest being accrued on notes payable from
prior years and the interest on the new notes payable from 2009.





The
unrealized gain (loss) on trading securities increased from a loss of $10,908 in
2008 to a gain of $107,562 in 2009.  This change was due to the
increasing value of trading securities during 2009.





The
realized gain (loss) from the sale of marketable securities changed from a loss
of $556,820 in 2008 to a gain of $320,711 in 2009.  This change was
due to the increasing value of the trading securities being sold.





LIQUIDITY
AND CAPITAL RESOURCES





As of December 31, 2009, the Company
has a working capital deficit of approximately $3,040,239.  The
Company's continued existence is dependent upon its ability to execute its
operating plan and to obtain additional debt or equity
financing.  There can be no assurance the necessary debt or equity
financing will be available, or will be available on terms acceptable to the
Company.





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





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






9





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 2009 and 2008, the Company
generated approximately $173,000 and $233,000 respectfully, in cash from
investing activities from the purchase and sale of marketable equity
securities.  As of December 31, 2009, the company owns marketable
securities valued at approximately $711,000 with $1,436,876 in corresponding
liabilities..





During 2009 and 2008, the Company has
raised approximately $0 and $72,000 through short-term notes payable and
advances from majority stockholders.  The net proceeds to the Company
were used for working capital.  During 2009 and 2008, the company
repaid $60,000and $550,000 in shareholder advances from past
years.  As of December 31, 2009, approximately $1,185,000 in advances
was due to Joseph Fiore, C.E.O. of the Company.





For the year ended December 31, 2009
and 2008, operating activities used approximately  $5,000 and $167,000
in cash flow.





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





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





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





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





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





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.   All of the Company’s available-for-sale
are marketable securities and have no maturity date.






10




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.





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





In April 2009, the FASB updated ASC 820
to provide additional guidance for estimating fair value when the volume and
level of activity for the asset or liability have decreased significantly. ASC
820 also provides guidance on identifying circumstances that indicate a
transaction is not orderly. The implementation of ASC 820 did not have a
material effect on the Company’s financial statements.





In April 2009, the FASB updated ASC 825
regarding interim disclosures about fair value of financial
instruments.  ASC 825 requires disclosures about fair value of
financial instruments in interim reporting periods of publicly traded companies
that were previously only required to be disclosed in annual financial
statements. The implementation of ASC 825 did not have a material effect on the
Company’s financial statements.





In April 2009, the FASB updated ASC 320
for proper recognition and presentation of other-than-temporary
impairments.  ASC 320 provides additional guidance designed to create
greater clarity and consistency in accounting for and presenting impairment
losses on securities.  The implementation of ASC 320 did not have a
material effect on the Company’s consolidated financial statements.





In June 2009, the FASB created the
Accounting Standards Codification, which is codified as ASC 105.  ASC
105 establishes the codification as the single official non-governmental source
of authoritative accounting principles (other than guidance issued by the SEC)
and supersedes and effectively replaces previously issued GAAP hierarchy
framework.  All other literature that is not part of the codification
will be considered non-authoritative.  The codification is effective
for interim and annual periods ending on or after September 15,
2009.  The Company has applied the codification, as required,
beginning with the 2009 Form 10-K.  The adoption of the codification
did not have a material impact on the Company’s financial position, results of
operations or cash flows.





In June 2009, the FASB updated ASC 855,
which established principles and requirements for subsequent
events.  This guidance details the period after the balance sheet date
which the Company should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, the
circumstances under which the Company should recognize events or transactions
occurring after the balance sheet date in its financial statements and the
required disclosures for such events.  ASC 855 is effective for
interim and annual periods ending after June 15, 2009.  The
implementation of ASC 855 did not have a material effect on the Company’s
financial statements.





In October 2009, the Financial
Accounting Standards Board (“FASB”) issued Accounting Standards Update 2009-13
(ASU 2009-13), which provided an update to ASC 605.  ASU 2009-13
addresses how to separate deliverables and how to measure and allocate
arrangement consideration to one or more units of accounting in
multiple-deliverable arrangements. The amendments in this update will be
effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. The Company is
currently evaluating the impact that this update will have on its Financial
Statements.








11




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.





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-K, 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, 2009 that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.







12


ITEM 9B.  OTHER
INFORMATION




None





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
              NextAnnualMeeting





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.





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.






13





Compliance
with Section 16(a) of the Exchange Act





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





Audit
Committee Financial Expert





The Company's board of directors does
not have an "audit committee financial expert," within the meaning of such
phrase under applicable regulations of the Securities and Exchange Commission,
serving on its audit committee. The board of directors believes that all members
of its audit committee are financially literate and experienced in business
matters, and that one or more members of the audit committee are capable of (i)
understanding generally accepted accounting principles ("GAAP") and financial
statements, (ii) assessing the general application of GAAP principles in
connection with our accounting for estimates, accruals and reserves, (iii)
analyzing and evaluating our financial statements, (iv) understanding our
internal controls and procedures for financial reporting; and (v) understanding
audit committee functions, all of which are attributes of an audit committee
financial expert. However, the board of directors believes that there is not any
audit committee member who has obtained these attributes through the experience
specified in the SEC's definition of "audit committee financial expert."
Further, like 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, 2009 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.







14








#
      ofName
      and Address
              Nature
      of
              Sharesof
      Beneficial Owners
              Ownership
              Owned
              PercentDirectorsJoseph
      Fiore
              Common
      Stock
              57,476,606
      *
              54%All
      Executive Officers
              Common
      Stock
              59,205,581
      **
              56%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 2009 and 2008, 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 the period incurred.  As of December 31, 2009 and
2008,  $2,738,210 and $2,515,215 (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 year ended December 31, 2009 and 2008 , the
Company has sold marketable securities acquired under this agreement for $0 and $26,894,
respectively, and recorded a net loss on sale of $0 and $66,560,
respectively.  As of December 31, 2009 and 2008, the remaining
securities acquired under this agreement are recorded in the accompanying
Balance Sheets at their quoted market value of$0and $0,
respectively.  As of December 31, 2009 and 2008, related party
accounts payable include $8,784 and $8,784, 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 in
related party accounts payable due to Berkshire Capital
Management.  The shares were valued using the fair market value of the
stock on the date of issuance.  The fair market value of the stock was
determined by the quoted market price of the stock on the date of
issuance.





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 January 8, 2008, $375,156
was paid on this note.






15




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.  The shares were valued using the fair
market value of the stock on the date of issuance.  The fair market
value of the stock was determined by the quoted market price of the stock on the
date of issuance.  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.





On November 18, 2009, the Company
acquired 5,000,000 share of Nuvilex, Inc. from Berkshire Capital Management in
exchange for a note payable in the amount of $150,000.  The note is
due in three years and carries an interest rate of 6% A.P.R.





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, 2009 and 2008:





Service
            
            2009
            
            
            2008Audit
      Fees
            
            $
            37,185
            
            
            $
            27,093Audit-Related
      Fees
            
            
            -
            
            
            
            -Tax
      Fees
            
            
            1,850
            
            
            
            1,440All
      Other Fees
            
            
            -
            
            
            
            -Total
            
            $
            39,035
            
            
            $
            28,533





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.







16





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 2009 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.





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




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





Financial
      Statements
              PageReport
      of Independent Registered  Public Accountants
              F-1Consolidated
      Balance Sheets,December
      31, 2009 and 2008
              F-3Consolidated
      Statements of Operations,For
      The Years Ended December 31, 2009 and 2008
              F-5Consolidated
      Statement of Changes in Stockholders’ Equity and Comprehensive
      Income,For
      The Years Ended December 31, 2009 and 2008
              F-6Consolidated
      Statements of Cash Flows, For The Years EndedDecember
      31, 2009 and 2008
              F-7Notes
      to Consolidated Financial Statements
              F-8


17





2.
            Exhibits





The following exhibits are included as
part of this report:





Exhibit


Number
            Title of
      Document


3.1
            Articles
      of Incorporation(1)


3.2
            By-laws(1)


3.3
            Amended
      Articles of Incorporation(1)


4.1
            Form
      of Warrant Agreement(1)


10.1
            Lease
      Information Form between E.A.J. PHL, Airport, Inc. and Marketplace Redwood
      Limited Partnership(1)


10.2
            Registration
      of trade name for Eat at Joe's(1)


10.2
            Registration
      Rights Agreement(1)


21
            Subsidiaries
      of the Company(1)


31
            Certification
      Pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.


32
            Certification
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.





(1)
Incorporated by reference.





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





18


EAT AT JOE’S LTD. AND
SUBSIDIARIES
 
 
 -
: -
 
 INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS’ REPORT
 
 DECEMBER 31, 2009 AND
2008
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 19
 
  
 
 TABLE OF
CONTENTS
 
 Report
      of Independent Registered  Public Accountants
                  F-1Consolidated
      Balance Sheets,December
      31, 2009 and 2008
                  F-3Consolidated
      Statements of Operations,For
      The Years Ended December 31, 2009 and 2008
                  F-5Consolidated
      Statement of Changes in Stockholders’ Equity and Comprehensive
      Income,For
      The Years Ended December 31, 2009 and 2008
                  F-6Consolidated
      Statements of Cash Flows, For The Years EndedDecember
      31, 2009 and 2008
                  F-7Notes
      to Consolidated Financial Statements
                  F-8
   20
 
 
 
 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, 2009, and 2008 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, 2009.  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, 2009,  and 2008, and the
results of its operations and its cash flows for each of the years in the
two-year period ended December 31, 2009, 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 31,
2010
 
 
 
 
 
  F -
2
  EAT AT
JOE’S LTD., AND SUBSIDIARIES
 CONSOLIDATED
BALANCE SHEETS
 DECEMBER
31, 2009 AND 2008
 
 
 
 2009
              
              
              2008ASSETSCurrent
      Assets:Cash
      and cash equivalents
              
              $
              1,238,747
              
              
              $
              1,131,017Receivables
              
              
              11,560
              
              
              
              8,346Inventory
              
              
              10,240
              
              
              
              9,400Prepaid
      expense
              
              
              15,993
              
              
              
              15,570Loan
      receivable
              
              
              112,139
              
              
              
              -Trading
      securities
              
              
              262,509
              
              
              
              179,049Available-for-sale
      securities
              
              
              448,400
              
              
              
              174,800Total
      Current Assets
              
              
              2,099,588
              
              
              
              1,518,182Property
      and equipment:Equipment
              
              
              123,421
              
              
              
              118,503Furniture
      & Fixtures
              
              
              3,964
              
              
              
              3,964Leasehold
      improvements
              
              
              381,133
              
              
              
              381,133508,518
              
              
              
              503,600Less
      accumulated depreciation
              
              
              (495,779
              )
              
              
              (490,846
              )Total
      Property & Equipment
              
              
              12,739
              
              
              
              12,754Other
      Assets:Intangible
      and other assets net ofamortization
      of $154,837 and $154,837for
      2009 and 2008, respectively
              
              
              -
              
              
              
              -Total
      Other Assets
              
              
              -
              
              
              
              -TOTAL
      ASSETS
              
              $
              2,112,327
              
              
              $
              1,530,936
  F -
3
  EAT AT
JOE’S LTD., AND SUBSIDIARIES
 CONSOLIDATED
BALANCE SHEETS
 DECEMBER
31, 2009 AND 2008
 (Continued)
 
 
 
 2009
              
              
              2008LIABILITIESCurrent
      Liabilities:Accounts
      payable and accrued liabilities
              
              $
              172,205
              
              
              $
              176,980Related
      party accounts payable
              
              
              8,784
              
              
              
              8,784Short-term
      notes payable
              
              
              172,870
              
              
              
              172,870Related
      party notes payable
              
              
              2,591,219
              
              
              
              2,515,215Convertible
      debentures
              
              
              2,043,702
              
              
              
              2,043,702Total
      Current Liabilities
              
              
              4,988,780
              
              
              
              4,917,551Non-Current
      Liabilities:Related
      party notes payable
              
              
              151,047
              
              
              
              -Total
      Liabilities
              
              
              5,139,827
              
              
              
              4,917,551STOCKHOLDERS’
      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
      issued and outstandingDecember
      31, 2009 and 2008.
              
              
              10,658
              
              
              
              10,658Additional
      paid-in capital
              
              
              13,240,515
              
              
              
              13,240,515Unrealized
      gain on available-for-sale securities
              
              
              69,900
              
              
              
              2,300Retained
      deficit
              
              
              (16,348,575
              )
              
              
              (16,640,090
              )Total
      Stockholders’ Deficit
              
              
              (3,027,500
              )
              
              
              (3,386,615
              )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
              
              $
              2,112,327
              
              
              $
              1,530,936
 
 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, 2009 AND 2008
  
 
 2009
              
              
              2008Revenues
              
              $
              1,274,154
              
              
              $
              1,555,690Cost
      of Revenues
              
              
              492,307
              
              
              
              645,952Gross
      Margin
              
              
              781,847
              
              
              
              909,738ExpensesLabor
      and Related Expenses
              
              
              382,594
              
              
              
              435,900Rent
              
              
              187,011
              
              
              
              188,923Depreciation
      and Amortization
              
              
              4,933
              
              
              
              4,132Other
      General and Administrative
              
              
              211,141
              
              
              
              646,496Total
      Operating Expenses
              
              
              785,679
              
              
              
              1,275,451Net
      Operating Income (Loss)
              
              
              (3,832
              )
              
              
              (365,713
              )Other
      Income (Expense)Interest
      income
              
              
              7,406
              
              
              
              22,237Dividend
      income
              
              
              46
              
              
              
              2,820Interest
      expense
              
              
              (137,050
              )
              
              
              (120,420
              )Unrealized
      gain (loss) on Trading securities
              
              
              107,562
              
              
              
              (10,908
              )Gain
      (Loss) on sale of MarketableSecurities
              
              
              320,711
              
              
              
              (556,820
              )Net
      Other Income (Expense)
              
              
              298,675
              
              
              
              (663,091
              )Net
      Income (Loss) Before Income Taxes
              
              $
              294,843
              
              
              $
              (1,028,804
              )Income
      Tax (Expense) Benefit
              
              
              (3,328
              )
              
              
              (3,226
              )Net
      Income (Loss)
              
              $
              291,515
              
              
              $
              (1,032,030
              )Basic and
      Diluted Income (Loss) Per Common Share:
              
              $
              -
              
              
              $
              (0.01
              )Weighted
      Average Common SharesBasic
              
              
              106,577,710
              
              
              
              103,998,475Diluted
              
              
              116,577,710
              
              
              
              127,254,289
 
  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, 2009 AND 2008
  Additional
              
              
              UnrealizedPreferred
      Stock
              
              
              Common
      Stock
              
              
              Paid-in
              
              
              Gains
      (Loses)
              
              
              RetainedShares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Capital
              
              
              on
      Securities
              
              
              Deficit
              
              
              TotalBalance
      at January 1, 2008
              
              
              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
              )Net
      Income
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              291,515
              
              
              
              291,515Unrealized
      Gain (Loss) onavailable-for-sale
      securities
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              67,600
              
              
              
              -
              
              
              
              67,600Total
      Comprehensive Gain
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              67,600
              
              
              
              291,515
              
              
              
              359,115Balance
      at December 31, 2009
              
              
              20,000
              
              
              $
              2
              
              
              
              106,577,710
              
              
              $
              10,658
              
              
              $
              13,240,515
              
              
              $
              69,900
              
              
              $
              (16,348,575
              )
              
              $
              (3,027,500
              )
 
 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, 2009 AND 2008
 2009
              
              
              2008Cash
      Flows From Operating ActivitiesNet
      gain (loss) for the period
              
              $
              291,515
              
              
              $
              (1,032,030
              )Adjustments
      to reconcile net loss to net cash
                Provided
      by operating activitiesDepreciation
      and amortization
              
              
              4,933
              
              
              
              4,132Compensation
      expense on stock issued
              
              
              -
              
              
              
              208,000Unrealized
      (gain) loss on trading securities
              
              
              (107,562
              )
              
              
              10,908(Gain)
      Loss on sale of marketable securities
              
              
              (320,711
              )
              
              
              556,820Decrease
      (Increase) in receivables
              
              
              (3,214
              )
              
              
              (3,288
              )Decrease
      (Increase) in interest receivable
              
              
              (1,138
              )
              
              
              -Decrease
      (Increase) in inventory
              
              
              (840
              )
              
              
              (2,500
              )Decrease
      (Increase) in prepaid expense
              
              
              (423
              )
              
              
              (15,051
              )(Decrease)
      Increase in accrued interest payable
              
              
              137,051
              
              
              
              120,421(Decrease)
      Increase in accounts payable and accrued liabilities
              
              
              (4,775
              )
              
              
              (14,519
              )Net
      Cash Used in Operating Activities
              
              
              (5,164
              )
              
              
              (167,107
              )Cash
      Flows From Investing ActivitiesAdvance
      to investment company
              
              
              (111,000
              )
              
              
              -Purchases
      of trading securities
              
              
              (440,098
              )
              
              
              (365,995
              )Purchases
      of available-for-sale securities
              
              
              (146,000
              )
              
              
              -Proceeds
      from sale of trading securities
              
              
              874,910
              
              
              
              430,656Proceeds
      from sale of available-for -sale securities
              
              
              -
              
              
              
              168,498Purchase
      of property and equipment
              
              
              (4,918
              )
              
              
              -Net
      Cash Provided by Investing Activities
              
              
              172,894
              
              
              
              233,159Cash
      Flows From Financing ActivitiesAdvances
      from majority stockholders
              
              
              -
              
              
              
              71,500Repayment
      of notes, advances and related party payables
              
              
              (60,000
              )
              
              
              (550,000
              )Net
      Cash Provided by Financing Activities
              
              
              (60,000
              )
              
              
              (478,500
              )Increase
      (Decrease)  in Cash
              
              
              107,730
              
              
              
              (412,448
              )Cash
      at beginning of period
              
              
              1,131,017
              
              
              
              1,543,465Cash
      at end of period
              
              $
              1,238,747
              
              
              $
              1,131,017
 
 Supplemental
      Disclosure of Interest and Income Taxes PaidInterest
      paid during the period
              
              $
              -
              
              
              $
              13,398Income
      taxes paid during the period
              
              $
              2,201
              
              
              $
              1,525Supplemental
      Disclosure of Non-cash Investing and Financing
      Activities:Marketable
      securities acquired through related party notes
              
              $
              150,000
              
              
              $
              470,875Common
      stock issued for compensation
              
              $
              -
              
              
              $
              208,000Unrealized
      gain on trading securities
              
              $
              107,562
              
              
              $
              10,908
 
 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, 2009 AND 2008
 
 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, 2009 AND 2008
 (Continued)
 
 NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 (Continued)
 
 Basis of Presentation
(continued)
 
 The Company has incurred net income for
the years ended December 31, 2009 of $291,515 and net loss
of  ($1,032,030) for the year ended December 31, 2008, respectively,
and the Company used cash from operations of $5,164 and $167,107,
respectively.  As of December 31, 2009, the Company had a working
capital deficit of $3,040,239.  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, 2009 AND 2008
 (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, 2009 AND 2008
 (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, 2009 AND 2008
 (Continued)
 
 NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 (Continued)
 
 Recent Accounting
Standards
 
 In April 2009, the FASB updated ASC 820
to provide additional guidance for estimating fair value when the volume and
level of activity for the asset or liability have decreased significantly. ASC
820 also provides guidance on identifying circumstances that indicate a
transaction is not orderly. The implementation of ASC 820 did not have a
material effect on the Company’s financial statements.
 
 In April 2009, the FASB updated ASC 825
regarding interim disclosures about fair value of financial
instruments.  ASC 825 requires disclosures about fair value of
financial instruments in interim reporting periods of publicly traded companies
that were previously only required to be disclosed in annual financial
statements. The implementation of ASC 825 did not have a material effect on the
Company’s financial statements.
 
 In April 2009, the FASB updated ASC 320
for proper recognition and presentation of other-than-temporary
impairments.  ASC 320 provides additional guidance designed to create
greater clarity and consistency in accounting for and presenting impairment
losses on securities.  The implementation of ASC 320 did not have a
material effect on the Company’s consolidated financial statements.
 
 In June 2009, the FASB created the
Accounting Standards Codification, which is codified as ASC 105.  ASC
105 establishes the codification as the single official non-governmental source
of authoritative accounting principles (other than guidance issued by the SEC)
and supersedes and effectively replaces previously issued GAAP hierarchy
framework.  All other literature that is not part of the codification
will be considered non-authoritative.  The codification is effective
for interim and annual periods ending on or after September 15,
2009.  The Company has applied the codification, as required,
beginning with the 2009 Form 10-K.  The adoption of the codification
did not have a material impact on the Company’s financial position, results of
operations or cash flows.
 
 In June 2009, the FASB updated ASC 855,
which established principles and requirements for subsequent
events.  This guidance details the period after the balance sheet date
which the Company should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, the
circumstances under which the Company should recognize events or transactions
occurring after the balance sheet date in its financial statements and the
required disclosures for such events.  ASC 855 is effective for
interim and annual periods ending after June 15, 2009.  The
implementation of ASC 855 did not have a material effect on the Company’s
financial statements.
 
 In October 2009, the Financial
Accounting Standards Board (“FASB”) issued Accounting Standards Update 2009-13
(ASU 2009-13), which provided an update to ASC 605.  ASU 2009-13
addresses how to separate deliverables and how to measure and allocate
arrangement consideration to one or more units of accounting in
multiple-deliverable arrangements. The amendments in this update will be
effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. The Company is
currently evaluating the impact that this update will have on its Financial
Statements.
  F -
12
  EAT AT
JOE’S LTD. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 YEARS  ENDED
DECEMBER 31, 2009 AND 2008
 (Continued)
 
 NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 (Continued)
 
 Earnings (Loss) Per
Share
 
 Basic income (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  income (loss) per
common share was calculated based on an increased number of shares that would be
outstanding assuming that the preferred shares were converted to 10,000,000 and
23,255,814 common shares as of December 31, 2009, and 2008,
respectively.
 
 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 2009
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, 2009 and 2008 approximates their fair values due to
the short-term nature of these financial instruments.  The carrying
values of trading securities and available for sale securities are based on
quoted market prices.
  F -
13
  
 EAT AT
JOE’S LTD. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 YEARS  ENDED
DECEMBER 31, 2009 AND 2008
 (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.   All of the
Company’s available-for-sale are marketable securities and have no maturity
date.
 
 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, 2009Gross
              
              
              GrossUnrealized
              
              
              Unrealized
              
              
              FairGain
              
              
              Loss
              
              
              ValueTrading
      securities
              
              $
              107,562
              
              
              $
              -
              
              
              $
              262,509Available-for-sale
      securities
              
              $
              69,900
              
              
              $
              -
              
              
              $
              448,400
 
 December
      31, 2008Gross
              
              
              GrossUnrealized
              
              
              Unrealized
              
              
              FairGain
              
              
              Loss
              
              
              ValueTrading
      securities
              
              $
              -
              
              
              $
              10,908
              
              
              $
              179,049Available-for-sale
      securities
              
              $
              2,300
              
              
              $
              -
              
              
              $
              174,800
 
 Results of operations for the years
ended December 31, 2009 and 2008 include a gain of $107,562 and a charge of
($10,908) for unrealized holding gains and losses on trading
securities.  For the years ended December 31, 2009 and 2008, other
comprehensive income includes an unrealized holding gain on available-for-sale
securities of $69,900 and $2,300.
   F -
14
  EAT AT
JOE’S LTD. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 YEARS  ENDED
DECEMBER 31, 2009 AND 2008
 (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, 2009 and 2008, sales proceeds and gross realized gains and
losses on securities classified as available-for-sale securities
were:
 For
      the Years EndedDecember
      31,2009
              
              
              2008Trading
      securities:Sales
      Proceeds
              
              $
              874,910
              
              
              $
              430,656Gross
      Realized Losses
              
              $
              -
              
              
              $
              116,427Gross
      Realized Gains
              
              $
              320,711
              
              
              $
              7,672Available-for-sale
      securities:Sale
      Proceeds
              
              $
              -
              
              
              $
              168,498Gross
      Realized Losses
              
              $
              -
              
              
              $
              448,065Gross
      Realized Gains
              
              $
              -
              
              
              $
              -
 
 The following table discloses the
assets measured at fair value on a recurring basis and the methods used to
determine fair value:
 
 Fair
      Value Measurements at Reporting Date UsingQuoted
      Prices
              
              
              Significant
              
              
              SignificantFair
      Value at
              
              
              in
      Active
              
              
              Other
              
              
              UnobservableDecember
      31,
              
              
              Markets
              
              
              Observable
      Inputs
              
              
              Inputs2009
              
              
              (Level
      1)
              
              
              (Level
      2)
              
              
              (Level
      3)Trading
      securities
              
              $
              262,509
              
              
              $
              262,509
              
              
              $
              -
              
              
              $
              -Available-for-sale
      securities
              
              
              448,400
              
              
              
              448,400
              
              
              $
              -
              
              
              $
              -Total
              
              $
              710,909
              
              
              $
              710,909
              
              
              $
              -
              
              
              $
              -
 
 Generally, for all trading securities
and available-for-sale securities, fair value is determined by reference to
quoted market prices.
 
 NOTE 2 - SHORT-TERM NOTES
PAYABLE
 
 Short-Term Notes Payable consist of
loans from unrelated entities as of December 31, 2009 and 2008.  The
notes are payable one year from the date of issuance together with interest at
6.50% A.P.R.
   F -
15
  EAT AT
JOE’S LTD. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 YEARS  ENDED
DECEMBER 31, 2009 AND 2008
 (Continued)
 
 NOTE 3 - INCOME
TAXES
 
 As of December 31, 2009, the Company
had a net operating loss carryforward for income tax reporting purposes of
approximately $5,400,000 that may be offset against future taxable income
through 2029.  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
      31,2009
              
              
              2008Net
      Operating Losses
              
              $
              1,836,000
              
              
              $
              2,074,000Depreciation
      and Other
              
              
              102,340
              
              
              
              108,800Valuation
      Allowance
              
              
              (1,938,340
              )
              
              
              (2,182,800
              )$
              -
              
              
              $
              -
 
 The provision for income taxes differs
from the amount computed using the federal US statutory income tax rate as
follows:
 December
      31,
              
              
              December
      31,2009
              
              
              2008Provision
      (Benefit) at US Statutory Rate
              
              $
              99,900
              
              
              $
              (350,200
              )Net
      Operating Losses
              
              
              251,000
              
              
              
              34,000Depreciation
      and Other
              
              
              (106,440
              )
              
              
              355,400Increase
      (Decrease) in Valuation Allowance
              
              
              (244,460
              )
              
              
              (39,200
              )$
              -
              
              
              $
              -
 
 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, 2009, 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.
  F -
16
  EAT AT
JOE’S LTD. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 YEARS  ENDED
DECEMBER 31, 2009 AND 2008
 (Continued)
 
 NOTE 4 - UNCERTAIN TAX
POSITIONS (continued)
 
 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 2006. The following describes the open tax years,
by major tax jurisdiction, as of December 31, 2009:
 United
      States (a)
              
              2006
      - Present
 
 (a)
Includes federal as well as state or similar local jurisdictions, as
applicable.
 
 NOTE 5 - RELATED PARTY
TRANSACTIONS
 
 During 2009 and 2008, 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 the period incurred.  As of December 31, 2009 and
2008,  $1,012,236 and $1,010,423 (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 year ended December 31, 2009 and 2008 , the
Company has sold marketable securities acquired under this agreement for $0 and $26,894,
respectively, and recorded a net loss on sale of $0 and $66,560,
respectively.  As of December 31, 2009 and 2008, the remaining
securities acquired under this agreement are recorded in the accompanying
Balance Sheets at their quoted market value of$0and $0,
respectively.  As of December 31, 2009 and 2008, related party
accounts payable include $8,784 and $8,784, 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 in
related party accounts payable due to Berkshire Capital
Management.  The shares were valued using the fair market value of the
stock on the date of issuance.  The fair market value of the stock was
determined by the quoted market price of the stock on the date of
issuance.
 
 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.
 
  F -
17
  EAT AT
JOE’S LTD. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
ENDED DECEMBER 31, 2009 AND 2008
 (Continued)
 
 NOTE 5 - RELATED PARTY
TRANSACTIONS (continued)
 
 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 January 8, 2008, $375,156
was paid on this note.
 
 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.  The shares were valued using the fair
market value of the stock on the date of issuance.  The fair market
value of the stock was determined by the quoted market price of the stock on the
date of issuance.  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.
 
 On November 18, 2009, the Company
acquired 5,000,000 share of Nuvilex, Inc. from Berkshire Capital Management in
exchange for a note payable in the amount of $150,000.  The note is
due in three years and carries 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, 2009 AND 2008
 (Continued)
 
 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
      Property2010
              
              28,3322011
              
              -2012
              
              -2013
              
              -2014
              
              -Total
      five year minimum lease payments
              
              $28,332
 
 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.
 
 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.
   F -
19
  EAT AT
JOE’S LTD. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
ENDED DECEMBER 31, 2009 AND 2008
 (Continued)
 
 NOTE 8 - CONVERTIBLE
PREFERRED STOCK
 
 The Series E Convertible Preferred
Stock carries the following rights and preferences;
 
 *
              No
      dividends.
 *
              Convertible
      to common stock at the average closing bid price for the Company’s common
      stock for the 5 trading days prior to the conversion date, and is
      adjustable to prevent dilution.  (Convertible to 10,000,000
      common shares at December 31,
2009).
 *
              Convertible
      at the Option of the Company at par value only after repayment of the
      shareholder loans from Joseph Fiore and subject to the holders option to
      convert.
 *
              Entitled
      to vote 1,000 votes per share of Series E Convertible Preferred
      Shares.
 *
              Entitled
      to liquidation preference at par
value.
 *
              Is
      senior to all other share of preferred or common shares issued past,
      present and future.
 
 NOTE 9 - NOTE
RECEIVABLE
 
 On September 8, 2009, the company
loaned to an unrelated entity an amount of $50,000.  The note is
payable within one year from the date of issuance together with interest of 6.0%
A.P.R.
 
 On November 24, 2009, the company
loaned to an unrelated entity an amount of $1,000.  The note is
payable within one year from the date of issuance together with interest of 4.0%
A.P.R.
 
 On December 1, 2009, the company loaned
to an unrelated entity an amount of $60,000.  The  note
is  payable within one year from the date of issuance together with
interest of 6.0% A.P.R.
 
 As of December 31, 2009 and 2008, note
receivable outstanding was $112,139 and $0 (including accrued interest at 6.0%
and 4.0%).
 
 NOTE 10 – SUBSEQUENT
EVENTS
 
 The Company adopted ASC 855, and has
evaluated all events occurring after December 31, 2009, the date of the most
recent balance sheet, for possible adjustment to the financial statements or
disclosures through March 31, 2010, which is the date on which the financial
statements were issued.
 
 On January 29, 2010, the Company filed
certificates of dissolution with the State of Nevada for E.A.J. Echelon, Inc.,
E.A.J. Owings, Inc., and Regency Communications Group, Inc. (formerly E.A.J.
Neshaminy, Inc.).
  F -
20










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, 2010





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 2010.





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