U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB/A



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

                    FOR FISCAL YEAR ENDED: DECEMBER 31, 2002

                                       OR

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

                For the transition period from              To


                         Commission file number 33-20111

                                EAT AT JOE'S LTD.
                 (Name of small business issuer in its charter)

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

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


Issuer's telephone number                      (914) 725-2700

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


                         Common Stock Par Value $0.0001
                                (Title of class)




<PAGE>





         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No

                                                             Total pages:     21
                                                      Exhibit Index Page:     18

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

         State issuer's revenues for its most recent fiscal year. $1,296,018

         As  of  December  31,  2002,  there  were  45,048,299   shares  of  the
Registrant's common stock, par value $0.0001, issued and outstanding and 386,400
warrants  and 61,350  options  to  purchase  common  stock at $1.01 to $1.79 per
share.  The  aggregate  market  value of the  Registrant's  voting stock held by
non-affiliates  of the Registrant  was  approximately  $277,938  computed at the
average bid and asked price as of December 31, 2002.


                             DOCUMENTS INCORPORATED BY REFERENCE

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

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














                                        2

<PAGE>



                                                     TABLE OF CONTENTS

<TABLE>
<CAPTION>
Item Number and Caption                                                                                       Page

PART I

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

Item 2.           Description of Property.........................................................................8

Item 3.           Legal Proceedings...............................................................................8

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


PART II

Item 5.           Market for Common Equity and Related Stockholder Matters........................................9

Item 6.           Management's Discussion and Analysis or Plan of Operations.....................................10

Item 7.           Financial Statements...........................................................................13

Item 8.           Changes in and Disagreements With Accountants on Accounting and
                  Financial Disclosure...........................................................................13

PART III

Item 9.           Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act..............................................14

Item 10.          Executive Compensation.........................................................................16

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

Item 12.          Certain Relationships and Related Transactions.................................................17

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

Item 14.          Controls and Procedures........................................................................18
</TABLE>




                                        3

<PAGE>



                                     PART I


                         ITEM 1 DESCRIPTION OF BUSINESS



GENERAL

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

         The Company presently owns and operates one theme restaurant located in
Philadelphia,  Pennsylvania.  The Company is planning at least four acquisitions
during 2003,  subject to the  availability of funding.  All restaurants  will be
located  in high  traffic  locations.  The  restaurants  will be  modest  priced
restaurants catering to the local working and residential population rather than
as a tourist destination.

         In March of 1999,  1337855  Ontario,  Inc.  ("Ontario"),  wholly  owned
subsidiary  of the Company  entered into a purchase  agreement  with Koo Koo Roo
Canada  Limited  (Koo Koo Roo) to acquire  certain  assets  and  assume  certain
liabilities of that company. During 2001, the Company decided to discontinue its
previous plans to open future Koo Koo Roos restaurants.

         On July 1,  2000,  the  Company  opened a new  restaurant  in  Toronto,
Ontario.  The restaurant is called  "Mediterraneo"  and offers primarily Italian
Cuisine. During 2002, the Company closed its Mediterraneo restaurant.

         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.

                                        4

<PAGE>



         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
fourteen 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. Innerharbor, Inc., a Nevada corporation,
         -        E.A.J. Neshaminy, Inc., a Nevada corporation,
         -        E.A.J. PM, Inc., a Nevada corporation,
         -        E.A.J. Echelon, Inc., a Nevada corporation,
         -        E.A.J. Market East, Inc., a Nevada corporation,
         -        E.A.J. MO, Inc., a Nevada corporation,
         -        E.A.J. Syracuse, Inc., a Nevada corporation,
         -        E.A.J. Walnut Street, Inc., a Nevada corporation,
         -        E.A.J. Owings, Inc., a Nevada corporation.
         -        1337855 Ontario Inc., an Ontario corporation,
         -        1398926 Ontario Inc., an Ontario corporation.

         During the year ended  December  31,  2000,  the  Company  changed  the
domicile of each of the following  subsidiaries to Nevada;  E.A.J.  Hold,  Inc.,
E.A.J. Shoppes, Inc., E.A.J. Cherry Hill, Inc., E.A.J. Innerharbor, Inc., E.A.J.
Neshaminy,  Inc., E.A.J. PM, Inc.,  E.A.J.  Echelon,  Inc., E.A.J.  Market East,
Inc., E.A.J. MO, Inc., E.A.J.  Syracuse,  Inc., E.A.J. Walnut Street,  Inc., and
E.A.J. Owings, Inc.

         Each of the subsidiaries was organized to operate a single  restaurant.
The  Company  presently  owns and  operates  one  theme  restaurant  located  in
Philadelphia,  Pennsylvania and operated under the subsidiary E.A.J. PHL Airport
Inc. The Company is planning at least four acquisitions  during 2003, subject to
the  availability of funding.  All  restaurants  will be located in high traffic
locations.

                                        5

<PAGE>



The restaurants will be modest priced restaurants  catering to the local working
and residential population rather than as a tourist destination.

         During  2002,   the  1398926   Ontario   restaurants   was  closed  and
substantially all assets and leasehold improvements abandoned.

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

OPERATING LOSSES

         The Company  has  incurred  net losses of  approximately  $383,000  and
$167,000  for  the  years  ended  December  31,  2002  and  December  31,  2001,
respectively.  Such operating  losses reflect  developmental  and other start-up
activities  for 2002 and 2001 and the loss on  abandonment of assets during 2002
and  2001.  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 first or second
quarter of 2003. Since the Company's formation, it has funded its operations and
capital  expenditures  primarily  through private  placements of debt and equity
securities.  The Company  expects  that it will be  required to seek  additional
financing in the future.  There can be no assurance  that such financing will be
available at all or available on terms acceptable to the Company.

GOVERNMENT REGULATION

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

RISK OF LOW-PRICED STOCKS

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


                                        6

<PAGE>



         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.

COMPETITION

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

EMPLOYEES

         As of March 27, 2003, the Company had approximately 12 employees,  none
of whom is represented by a labor union.

                                        7

<PAGE>




                         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
$10,127 per month rent under the lease which expires April 2007.


                            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
2002.

                                        8

<PAGE>



                                     PART II


                       ITEM 5 MARKET FOR COMMON EQUITY AND
                           RELATED STOCKHOLDER MATTERS



MARKET INFORMATION

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


                 2002:                               High                Low

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

                 2001:
First Quarter                                    $   0.160           $   0.050
Second Quarter                                   $   0.080           $   0.050
Third Quarter                                    $   0.070           $   0.030
Fourth Quarter                                   $   0.040           $   0.020

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 March 27, 2003 was approximately 3,374.


                                        9

<PAGE>




                       ITEM 6 MANAGEMENT'S DISCUSSION AND
                         ANALYSIS OR PLAN OF OPERATIONS



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

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

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

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

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


                                       10

<PAGE>



RESULTS  OF  OPERATIONS  - During the second  quarter of 2002,  the  Mediteraneo
restaurant in Etobicoke, Ontario, Canada was closed and substantially all assets
and  leasehold  improvements  abandoned.  This  abandonment  of assets  has been
reported in the financial  statements as a loss on sale of assets of $16,467 for
the year ended December 31, 2002.  Accordingly,  comparisons  with prior periods
may not be meaningful.

Total Revenues - For the years ended December 31, 2002 and 2001, the Company had
total sales of approximately $1,296,000 and $1,606,000 respectively.

Costs and Expenses - For the years ended December 31, 2002 and 2001, the Company
had a net loss of approximately $383,000 and $167,000 respectively. The net loss
for 2002 and 2001 is largely  attributable  to a loss on  abandonment  of assets
from  the  closure  of  restaurants  of   approximately   $116,000  and  $87,000
respectively.  The remaining loss from 2002 and 2001 is largely  attributable to
additional  expenses  incurred as the Company  increases its Corporate  overhead
structure for the development of additional  locations.  Given the increases and
decreases  in number of  restaurants  during 2002 and 2001,  any  discussion  of
operating expenses as a percentage of sales would not be meaningful and might be
misleading.

LIQUIDITY AND CAPITAL RESOURCES

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

         Since the  Company's  re-activation  in January,  1997,  the  Company's
principal  capital  requirements have been the funding of (i) the development of
the Company and its 1950's diner style  concept,  (ii) the  construction  of its
existing  units and the  acquisition  of the  furniture,  fixtures and equipment
therein and (iii) towards the development of additional  units.  During 2002 and
2001 the company paid approximately $2,500 and $9,000, respectively for property
and equipment.

         During 2002 and 2001, the Company has raised approximately $140,000 and
$55,000   through   short-term   notes   payable  and  advances   from  majority
stockholders.  The net  proceeds to the Company  were used for  additional  unit
development and working capital.

         For the  year  ended  December  31,  2002,  operating  activities  used
approximately  $130,000 in cash flow,  and for the year ended December 31, 2001,
operating activities provided approximately $1,300 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

                                       11

<PAGE>



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.

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

                                       12

<PAGE>




                           ITEM 7 FINANCIAL STATEMENTS



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


              ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE



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

                                       13

<PAGE>



                                    PART III

               ITEM 9 DIRECTORS EXECUTIVE OFFICERS, PROMOTERS AND
                CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF
                                THE EXCHANGE ACT



EXECUTIVE OFFICERS AND DIRECTORS

         The  following  table sets forth the name,  age,  and  position of each
executive officer and director of the Company:
<TABLE>
<CAPTION>
DIRECTOR'S   NAME                   AGE     OFFICE                                      TERM EXPIRES

<S>                                 <C>     <C>                                         <C>
Joseph Fiore                        41      Chief Executive Officer,                    Next
                                            Chief Financial Officer,                    Annual
                                            Chairman of the Board of                    Meeting
                                            Director/Secretary

James Mylock, Jr.                   36      Director                                    Next
                                                                                        Annual
                                                                                        Meeting

Tim Matula                          42      Director                                    Next
                                                                                        Annual
                                                                                        Meeting

Gino Naldini                        51      President and Chief Operating               Next
                                            Officer                                     Annual
                                                                                        Meeting

Gary Usling                         43      Treasurer                                   Next
                                                                                        Annual
                                                                                        Meeting
</TABLE>

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

                                       14

<PAGE>



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

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

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

         GARY USLING has been Treasurer since January,  1999. From 1993 to 1998,
he was employed with Penreal Capital Management, Inc. and his last held position
as a Vice President.  Peneral is a pension/real  estate fund management company.
From 1989 to 1993 he was Vice  President of  Acquisitions  and  Development  for
Co-operators  Development  Corporation,  a real estate and insurance  firm. From
1984 to 1989 was employed by The Canada Life Assurance Company as an accountant.

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

BOARD MEETINGS AND COMMITTEES

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

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

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

                                       15

<PAGE>




                         ITEM 10 EXECUTIVE COMPENSATION



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

EMPLOYMENT AGREEMENTS

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


                 ITEM 11 SECURITY OWNERSHIP OF BENEFICIAL OWNERS
                                 AND MANAGEMENT



PRINCIPAL SHAREHOLDERS

         The table  below sets forth  information  as to each  person  owning of
record or who was known by the Company to own  beneficially  more than 5% of the
45,048,299  shares of issued and  outstanding  Common Stock of the Company as of
December 31, 2002 and  information as to the ownership of the Company's Stock by
each of its directors and executive  officers and by the directors and executive
officers  as a group.  Except  as  otherwise  indicated,  all  shares  are owned
directly,  and the persons  named in the table have sole  voting and  investment
power with respect to shares shown as beneficially owned by them.
<TABLE>
<CAPTION>
                                                                          # OF
NAME AND ADDRESS                        NATURE OF                        SHARES
OF BENEFICIAL OWNERS                    OWNERSHIP                         OWNED               PERCENT
DIRECTORS

<S>                                 <C>                                <C>                    <C>
 Joseph Fiore                       Common Stock                       4,094,974                 9%

All Executive Officers              Common Stock                       5,342,837                 12%
and Directors as a Group
  (5 persons)
</TABLE>


                                       16

<PAGE>




             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



         During  2002  and  2001,  officers  of the  Company,  and/or  companies
controlled by the officers paid expenses and made advances to the Company. As of
December 31, 2002, $1,759,266 in advances was due to these officers.


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



         (a) The following documents are filed as part of this report.
<TABLE>
<CAPTION>
1.       FINANCIAL STATEMENTS                                                                                  PAGE

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

Consolidated Balance Sheets as of December 31, 2002, and 2001...................................................F-2

Consolidated Statements of Operations for the years ended
     December 31, 2002, and 2001................................................................................F-4

Consolidated Statement of Stockholders' Equity for the years ended
     December 31, 2002, and 2001................................................................................F-5

Consolidated Statements of Cash Flows for the years ended
     December 31, 2002, and 2001................................................................................F-6

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

2.       FINANCIAL STATEMENT SCHEDULES

         The following  financial statement schedules required by Regulation S-X
are included herein.

         All  schedules  are  omitted  because  they are not  applicable  or the
required information is shown in the financial statements or notes thereto.

                                       17

<PAGE>



3.       EXHIBITS

                  The following exhibits are included as part of this report:

Exhibit
Number            Title of Document


3.1     Articles of Incorporation(1)
3.2     By-laws(1)
4.1     Form of Warrant Agreement(1)
10.1    Lease Information Form between E.A.J. PHL, Airport, Inc. and Marketplace
        Redwood Limited Partnership(1)
10.2    Registration of trade name for Eat at Joe's(1)
10.2    Registration Rights Agreement(1)
21      Subsidiaries of the Company(1)

(1) Incorporated by reference.

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


                        ITEM 14. CONTROLS AND PROCEDURES



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

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

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

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

                                       18

<PAGE>




                                   SIGNATURES



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

                                EAT AT JOE'S LTD.

Dated: March 28, 2003         By  /S/     Joseph Fiore
                                  Joseph Fiore,
                                  C.E.O., C.F.O., Chairman, Secretary, Director

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on this 28th day of March 2003.

Signatures                         Title

/S/     Joseph Fiore
Joseph Fiore                      C.E.O., C.F.O., Chairman, Secretary, Director
                                  (Principal Executive, Financial
                                  and Accounting Officer)

/S/     James Mylock, Jr.
James Mylock, Jr.                 Director

/S/ Tim Matula
Tim Matula                        Director


Gino Naldini                      President, Chief Operating Officer


Gary Usling                       Treasurer


                                       19
<PAGE>



I, Joseph Fiore, certify that:

1.       I have reviewed this annual report on form 10-KSB of Eat at Joe's, Ltd.

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report.

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this annual report.

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in exchange act rules 13a-14 and 15d-14) for the registrant and
         have:

         A)       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this annual report is being prepared;

         B)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing date of this annual report (the "evaluation date");
                  and

         C)       presented  in this  annual  report our  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the evaluation date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent functions):

         A)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         B)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls.

6.       The registrant's other certifying officers and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.

Date: March 28, 2003

By: /s/ Joseph Fiore
Joseph Fiore, Chairman, CEO & CFO

                                       20
<PAGE>








                       EAT AT JOE'S LTD. AND SUBSIDIARIES


                                      - : -

                          INDEPENDENT AUDITOR'S REPORT

                           DECEMBER 31, 2002 AND 2001




























<PAGE>




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

Consolidated Balance Sheets, December 31, 2002 and 2001.........................................................F-2

Consolidated Statements of Operations, For The Years Ended
   December 31, 2002 and 2001...................................................................................F-4

Consolidated Statement of Changes in Stockholders' Equity, For The Years Ended
   December 31, 2002 and 2001...................................................................................F-5

Consolidated Statements of Cash Flows, For The Years Ended
   December 31, 2002 and 2001...................................................................................F-6

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





























<PAGE>



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
Eat At Joe's Ltd.


We have audited the  accompanying  consolidated  balance  sheets of Eat At Joe's
Ltd., and  subsidiaries  (a Delaware  corporation)  as of December 31, 2002, and
2001  and  the  related  consolidated  statements  of  operations,   changes  in
stockholders'  equity and cash flows for the years then ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Eat At Joe's Ltd.,
and  subsidiaries  as of December  31,  2002,  and 2001,  and the results of its
operations  and its cash  flows for the years then  ended,  in  conformity  with
accounting principles generally accepted in the United States of America.

                                                   Respectfully submitted,


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

Salt Lake City, Utah
March 25, 2003

                                      F - 1

<PAGE>



                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>


                                                                                    2002                2001
                                                                             ------------------  ------------------
ASSETS
Current Assets:
<S>                                                                          <C>                 <C>
Cash and cash equivalents                                                    $           70,607  $           62,176
Receivables                                                                               6,539                   -
Inventory                                                                                 7,500              19,116
Prepaid expense                                                                          10,668               8,210
Marketable Securities                                                                     4,872                   -
                                                                             ------------------  ------------------

     Total Current Assets                                                               100,186              89,502
                                                                             ------------------  ------------------

Property and equipment:
Equipment                                                                                98,740             120,150
Furniture & Fixtures                                                                      3,964               3,964
Leasehold improvements                                                                  376,165             577,581
                                                                             ------------------  ------------------
                                                                                        478,869             701,695
Less accumulated depreciation                                                          (279,815)           (287,902)
                                                                             ------------------  ------------------

     Total Property & Equipment                                                         199,054             413,793
                                                                             ------------------  ------------------

Other Assets:
Investments                                                                                   -             100,000
Intangible and other assets net of
amortization of $75,335 and $59,851
for 2002 and 2001, respectively                                                          79,502              94,986
                                                                             ------------------  ------------------

     Total Other Assets                                                                  79,502             194,986
                                                                             ------------------  ------------------

     TOTAL ASSETS                                                            $          378,742  $          698,281
                                                                             ==================  ==================
</TABLE>



                                      F - 2

<PAGE>



                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001
                                   (Continued)
<TABLE>
<CAPTION>


                                                                                    2002                2001
                                                                             ------------------  ------------------
LIABILITIES
Current Liabilities:
<S>                                                                          <C>                 <C>
Accounts payable and accrued liabilities                                     $          216,808  $          334,247
Short-term notes payable                                                                292,536             361,996
Shareholders loans                                                                    1,759,266           1,616,843
                                                                             ------------------  ------------------

     Total Current Liabilities                                                        2,268,610           2,313,086
                                                                             ------------------  ------------------

Convertible Debentures, Net of Issue Costs                                            1,596,916           1,462,533
                                                                             ------------------  ------------------

     Total Liabilities                                                                3,865,526           3,775,619
                                                                             ------------------  ------------------

STOCKHOLDERS EQUITY Preferred stock - $0.0001 par value.
   10,000,000 shares authorized;
   No shares issued and outstanding                                                           -                   -
Common Stock - $0.0001 par value.
   50,000,000 shares authorized;
   45,048,299 and 44,894,967
   issued and outstanding, respectively.                                                  4,505               4,505
Additional paid-in capital                                                            9,939,066           9,927,476
Cumulative Translation Adjustment                                                             -              32,581
Unrealized Losses on available-for-sale securities                                       (5,360)                  -
Retained deficit                                                                    (13,424,995)        (13,041,900)
                                                                             ------------------  ------------------

     Total Stockholders' Equity                                                      (3,486,784)         (3,077,338)
                                                                             ------------------  ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   $          378,742  $          698,281
                                                                             ==================  ==================
</TABLE>







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

                                      F - 3

<PAGE>



                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2002, AND 2001
<TABLE>
<CAPTION>
                                                                                    2002                2001
                                                                             ------------------  ------------------

<S>                                                                          <C>                 <C>
Revenues                                                                     $        1,296,018  $        1,606,482
Cost of Revenues                                                                        476,007             592,985
                                                                             ------------------  ------------------
Gross Margin                                                                            820,011           1,013,497

Expenses
   Labor and Related Expenses                                                           288,520             336,233
   Rent                                                                                 152,903             259,200
   Other General and Administrative                                                     390,792             336,901
                                                                             ------------------  ------------------
Income (Loss) Before Depreciation and Amortization                                      (12,204)             81,163
   Depreciation and Amortization                                                         88,944             121,732
                                                                             ------------------  ------------------

Net Loss from Continuing Operations                                                    (101,148)            (40,569)
                                                                             ------------------  ------------------

Other Income (Expense)
   Interest income                                                                            -                   -
   Interest expense                                                                    (152,929)           (147,883)
   Gain (Loss) on disposition of assets                                                (116,467)            (87,352)
   Other                                                                                (12,021)            108,792
                                                                             ------------------  ------------------
Net Other Income (Expense)                                                             (281,417)           (126,443)
                                                                             ------------------  ------------------

Net Loss Before Income Taxes                                                           (382,565)           (167,012)
Income Tax Expense (Benefit)                                                                530                 200
                                                                             ------------------  ------------------

Net Loss                                                                     $         (383,095) $         (167,212)
                                                                             ==================  ==================

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

Weighted Average Number of Common Shares                                             45,048,299          45,002,509
                                                                             ==================  ==================
</TABLE>










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

                                      F - 4

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2002, AND 2001
<TABLE>
<CAPTION>



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

<S>                               <C>     <C>        <C>      <C>      <C>          <C>        <C>         <C>           <C>
Balance at January 1, 2001            -  $    -  44,894,967  $ 4,490  $ 9,919,824  $ 120,405  $        -  $(12,874,688) $(2,829,969)

Shares Issued for Services            -       -     153,332       15        7,652          -           -             -        7,667
Net Loss                              -       -           -        -            -          -           -      (167,212)    (167,212)
Currency Translation                  -       -           -        -            -    (87,824)          -             -      (87,824)
                                 ------  ------  ----------  -------  -----------  ---------  ----------  ------------  -----------
Total Comprehensive Loss              -       -           -        -            -    (87,824)          -      (167,212)    (255,036)
                                 ------  ------  ----------  -------  -----------  ---------  ----------  ------------  -----------

Balance at December 31, 2001          -       -  45,048,299    4,505    9,927,476     32,581           -   (13,041,900)  (3,077,338)

Contributed Capital                   -       -           -        -       11,590          -           -             -       11,590
Net Loss                              -       -           -        -            -          -           -      (383,095)    (383,095)
Currency Translation                  -       -           -        -            -    (32,581)          -             -      (32,581)
Unrealized Loss on
   available-for-sale securities      -       -           -        -            -          -      (5,360)            -       (5,360)
                                 ------  ------  ----------  -------  -----------  ---------  ----------  ------------  -----------
Total Comprehensive Loss              -       -           -        -            -          -      (5,360)     (383,095)    (388,455)
                                 ------  ------  ----------  -------  -----------  ---------  ----------  ------------  -----------

Balance at December 31, 2002          -  $    -  45,048,299  $ 4,505  $ 9,939,066  $       -      (5,360) $(13,424,995) $(3,486,784)
                                 ======  ======  ==========  =======  ===========  =========  ==========  ============  ===========
</TABLE>


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

                                      F - 5

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2002, AND 2001
<TABLE>
<CAPTION>
                                                                                    2002                2001
                                                                             ------------------  ------------------
Cash Flows From Operating Activities
<S>                                                                          <C>                 <C>
   Net loss for the period                                                   $         (383,095) $         (167,212)
Adjustments to reconcile net loss to net cash
   Provided by operating activities
     Depreciation and Amortization                                                       88,944             106,441
     Loss on sale of marketable securities                                                  676
     Currency Translation Adjustment                                                    (32,582)            (87,823)
     Stock issued for services and expenses                                                   -               7,667
     Loss on disposal of assets                                                         116,467             104,530
     Decrease (Increase) in Receivables                                                  (6,539)              3,411
     Decrease (Increase) in inventory                                                    11,616                 716
     Decrease (Increase) in prepaid expense                                              (2,458)              5,007
     Increase (Decrease) in accounts payable & accrued liabilities                       76,966              28,586
                                                                             ------------------  ------------------
Net Cash Provided by (Used in) Operating Activities                                    (130,005)              1,323
                                                                             ------------------  ------------------

Cash Flows From Investing Activities
   Purchase of marketable securities                                                     (7,000)                  -
   Proceeds from sale of marketable securities                                            7,682                   -
   Purchase of property and equipment                                                    (2,476)             (8,645)
                                                                             ------------------  ------------------
Net Cash Provided by (Used in) Investing Activities                                      (1,794)             (8,645)
                                                                             ------------------  ------------------

Cash Flows From Financing Activities
   Advances from majority stockholders                                                  142,423             216,500
   Repayments of notes and advances                                                      (2,492)           (166,809)
   Proceeds from short-term notes payable                                                   299               5,137
                                                                             ------------------  ------------------
Net Cash Provided by Financing Activities                                               140,230              54,828
                                                                             ------------------  ------------------

Increase (Decrease) in Cash                                                               8,431              47,506
Cash at beginning of period                                                              62,176              14,670
                                                                             ------------------  ------------------
Cash at End of Period                                                        $           70,607  $           62,176
                                                                             ==================  ==================

Supplemental Disclosure of
Interest and Income Taxes Paid
   Interest paid during the period                                           $           17,343  $           25,997
   Income taxes paid during the period                                       $              200  $              200

Supplemental Disclosure of Non-cash Investing
 and Financing Activities
     None
</TABLE>

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

                                      F - 6

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002, AND 2001


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Organization and Basis of Presentation

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

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

         During the year ended  December  31,  2001,  the  Company  changed  the
domicile of each of the following  subsidiaries to Nevada;  E.A.J.  Hold,  Inc.,
E.A.J. Shoppes, Inc., E.A.J. Cherry Hill, Inc., E.A.J. Innerharbor, Inc., E.A.J.
Neshaminy,  Inc., E.A.J. PM, Inc.,  E.A.J.  Echelon,  Inc., E.A.J.  Market East,
Inc., E.A.J. MO, Inc., E.A.J.  Syracuse,  Inc., E.A.J. Walnut Street,  Inc., and
E.A.J. Owings, Inc.

Nature of Business

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

                                      F - 7

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002, AND 2001
                                   (Continued)

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

Principles of Consolidation

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

Inventories

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

Income Taxes

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

Cash and Cash Equivalents

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

                                      F - 8

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002, AND 2001
                                   (Continued)

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

Depreciation

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

                  Furniture & Fixtures                        5-10 years
                  Equipment                                   5-  7 years
                  Leasehold improvements                      8-15 years

         Maintenance  and  repairs are charged to  operations;  betterments  are
capitalized.  The  cost  of  property  sold  or  otherwise  disposed  of and the
accumulated  depreciation  thereon are eliminated  from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.

Amortization

         Intangible assets are amortized over useful life of 10 years.

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


                                      F - 9

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002, AND 2001
                                   (Continued)

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

Earnings (Loss) Per Share

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

         Diluted  net  income  per  common  share  was  calculated  based  on an
increased number of shares that would be outstanding  assuming that the warrants
are  converted  to  common  shares.  The  effect  of  outstanding  common  stock
equivalents are anti-dilutive for 2002 and 2001 and are thus not considered.

Pervasiveness of Estimates

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

Concentration of Credit Risk

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

Reclassifications

         Certain   reclassifications  have  been  made  in  the  2001  financial
statements to conform with the 2002 presentation.

                                     F - 10

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002, AND 2001
                                   (Continued)


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

Investment in Marketable Securities

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

         Investments in securities are summarized as follows:
<TABLE>
<CAPTION>
                                                                              December 31, 2002
                                                          ---------------------------------------------------------
                                                                Gross              Gross
                                                             Unrealized          Unrealized             Fair
                                                                Gain                Loss               Value
                                                          -----------------  ------------------  ------------------
<S>                                                       <C>                <C>                 <C>
Available-for-sale securities                             $               -  $            5,360  $            4,872
                                                          =================  ==================  ==================


                                                                              December 31, 2001
                                                          ---------------------------------------------------------
                                                                Gross              Gross
                                                             Unrealized          Unrealized             Fair
                                                                Gain                Loss               Value
                                                          -----------------  ------------------  ------------------
Available-for-sale securities                             $               -  $                -  $                -
                                                          =================  ==================  ==================
</TABLE>

         Realized  Gains and  losses  are  determined  on the basis of  specific
identification.  During  the years  ended  December  31,  2002 and  2001,  sales
proceeds  and gross  realized  gains  and  losses on  securities  classified  as
available-for-sale securities were:
<TABLE>
<CAPTION>
                                                                                       For the Year Ended
                                                                                          December 31,
                                                                                    2002                2001
                                                                             ------------------  ------------------

<S>                                                                          <C>                 <C>
Sale Proceeds                                                                $            7,713  $                -
                                                                             ==================  ==================

Gross Realized Losses                                                        $             (676) $                -
                                                                             ==================  ==================

Gross Realized Gains                                                         $                -  $                -
                                                                             ==================  ==================
</TABLE>



                                     F - 11

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002, AND 2001
                                   (Continued)


NOTE 2 - SHORT-TERM NOTES PAYABLE

         Short-Term Notes Payable consist of loans from unrelated entities as of
December  31,  2002 and 2001.  The notes are  payable  one year from the date of
issuance together with interest at 6.50% A.P.R.

NOTE 3 - INCOME TAXES

         As  of  December  31,  2002,  the  Company  had a  net  operating  loss
carryforward for income tax reporting purposes of approximately $12,000,000 that
may be offset against future taxable income through 2021. Current tax laws limit
the amount of loss  available to be offset  against future taxable income when a
substantial  change in  ownership  occurs.  Therefore,  the amount  available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the  carryforwards  will expire  unused.  Accordingly,  the potential tax
benefits of the loss  carryforwards  are offset by a valuation  allowance of the
same amount.

NOTE 4 - RELATED PARTY TRANSACTIONS

         During  2002  and  2001,  officers  of the  Company,  and/or  companies
controlled by the officers paid expenses and made advances to the Company. As of
December 31, 2002 and 2001,  $1,759,266  and  $1,616,843  in advances was due to
these officers.

NOTE 5 - PURCHASE OF SUBSIDIARIES

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

NOTE 6 - RESTAURANT CLOSURES

         During 2002, the Mediteraneo restaurant in Etobicoke,  Ontario,  Canada
was closed and  substantially all assets and leasehold  improvements  abandoned.
This  abandonment  of assets has been reported in the financial  statements as a
loss on sale of assets of $16,467 for the year ended December 31, 2002.


                                     F - 12

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002, AND 2001
                                   (Continued)


NOTE 7 - RENT AND LEASE EXPENSE

         The Company  occupies retail  restaurant space under an operating lease
beginning April 1997 and expiring March 2007.

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


     Year Ended December 31,                                  Real Property
---------------------------------                           -----------------
      2002                                                            121,525
      2003                                                            121,525
      2004                                                            121,525
      2005                                                            121,525
      2006                                                            121,525
                                                            -----------------

      Total five year minimum lease payments                $         607,625
                                                            =================

         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 8 - WARRANTS & OPTIONS

         The following table sets forth the options and warrants  outstanding as
of December 31, 2002 and 2001.
<TABLE>
<CAPTION>
                                                                                    2002                2001
                                                                             ------------------  ------------------

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

         Granted                                                                              -                   -
         Expired                                                                              -                   -
         Exercised                                                                            -                   -
                                                                             ------------------  ------------------

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

Exercise price for options & warrants outstanding, end of year                 $1.01 to $1.79      $1.01 to $1.79
                                                                             ==================  ==================
</TABLE>
                                     F - 13
<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002, AND 2001
                                   (Continued)


NOTE 9 - SELECTED FINANCIAL DATA (Unaudited)

         The following  table set forth certain  unaudited  quarterly  financial
information:
<TABLE>
<CAPTION>
                                                                   2002 Quarters Ended

                                                 Mar 31              Jun 30              Sep 30              Dec 31
                                      -----------------   -----------------  ------------------  ------------------
Income statement data:
<S>                                   <C>                 <C>                <C>                 <C>
   Net sales                          $         401,285   $         694,438  $          979,360  $        1,296,018
   Gross profit                                 163,143             259,915             360,254             476,007
   Income (loss) from
     operations before
     depreciation & amortization                  6,560               6,666             (33,467)            (12,205)
   Loss from operations                         (24,123)            (43,437)           (102,990)           (101,149)
Other income                                    (61,859)           (249,845)           (284,073)           (281,416)
                                      -----------------   -----------------  ------------------  ------------------
Loss before taxes                               (85,982)           (293,282)           (387,063)           (382,565)
Income tax (provision) benefit                      (50)               (100)               (150)               (530)
                                      -----------------   -----------------  ------------------  ------------------
Net Income (Loss)                     $         (86,032)  $        (293,382) $         (387,213) $         (383,095)
                                      =================   =================  ==================  ==================


                                                                     2001 Quarters Ended

                                                 Mar 31              Jun 30              Sep 30              Dec 31
                                      -----------------   -----------------  ------------------  ------------------
Income statement data:
   Net sales                          $         360,101   $         843,141  $        1,215,240  $        1,606,482
   Gross profit                                 213,009             520,039             711,423           1,013,497
   Income (loss) from
     operations before
     depreciation & amortization               (106,078)            (87,402)           (138,268)             81,163
   Loss from operations                        (136,360)           (149,022)           (229,735)            (40,569)
Other income                                    (37,918)            (43,078)            (81,725)           (126,443)
                                      -----------------   -----------------  ------------------  ------------------
Loss before taxes                              (174,278)           (192,100)           (311,460)           (167,012)
Income tax (provision) benefit                      (50)                (100)              (150)               (200)
                                      -----------------   -----------------  ------------------  ------------------
Net Income (Loss)                     $        (174,328)  $        (192,200) $         (311,610) $         (167,212)
                                      =================   =================  ==================  ==================
</TABLE>






                                     F - 14

<PAGE>


                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002, AND 2001
                                   (Continued)


NOTE 10 - BUSINESS CONDITION

         The Company has incurred a net loss from operations for the years ended
December 31, 2002 and 2001 of $101,149 and $40,569 respectively, and the Company
used cash of $130,005 in operating  activities  for the year ended  December 31,
2002, and provided cash of $1,323 from  operating  activities for the year ended
December 31, 2001.  As of December 31, 2002,  the Company had a working  capital
deficit of $2,168,424.  Management  plans to open at least four new  restaurants
during 2003. The Company needs to obtain additional financing to fund payment of
obligations  and to provide working capital for operations and to finance future
growth.  The  Company is actively  pursuing  alternative  financing  and has had
discussions  with various third parties,  although no firm commitments have been
obtained. In the interim,  shareholders of the Company have committed to meeting
its  operating  expenses.   Management  believes  these  efforts  will  generate
sufficient  cash flows from future  operations to pay the Company's  obligations
and realize other assets.  There is no assurance any of these  transactions will
occur.


                                     F - 15