U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB



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

                    FOR FISCAL YEAR ENDED: DECEMBER 31, 2004

                                       OR

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

                        For the transition period from To


                         Commission file number 33-20111

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

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

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


Issuer's telephone number                      (914) 725-2700
                                              ---------------

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


                         Common Stock Par Value $0.0001
                                (Title of class)





<PAGE>



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

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

       State issuer's revenues for its most recent fiscal year. $1,255,317
                                                                ----------

         As  of  December  31,  2004,  there  were  45,048,299   shares  of  the
Registrant's  common  stock,  par value  $0.0001,  issued,  and 20,000 shares of
Series E Convertible  preferred stock (convertible to 4,587,4156 common shares),
par value $0.0001.  The aggregate market value of the Registrant's  voting stock
held by non-affiliates of the Registrant was approximately  $992,637 computed at
the average bid and asked price as of December 31, 2004.


                             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




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<PAGE>



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

<S>               <C>                                                                                            <C>
PART I

Item 1.           Description of Business.........................................................................4

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

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

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

PART II

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

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

Item 7.           Financial Statements...........................................................................14

Item 8.           Changes in and Disagreements With Accountants on Accounting and
                  Financial Disclosure...........................................................................15

Item 8A.          Controls and Procedures........................................................................15

Item 8B.          Other Information..............................................................................15

PART III

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

Item 10.          Executive Compensation.........................................................................18

Item 11.          Security Ownership of Certain Beneficial Owners and Management.................................19

Item 12.          Certain Relationships and Related Transactions.................................................19

Item 13.          Exhibits and Reports on Form 8-K...............................................................20

Item 14.          Principal Accountant Fees and Services.........................................................21
</TABLE>


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

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

HISTORY

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

         During the period from September 30, 1988 to March 1, 1990, the company
remained in the development stage while attempting to enter the mining industry.
The Company  acquired  certain  unpatented  mining claims and related  equipment
necessary  to mine,  extract,  process and  otherwise  explore for kaolin  clay,
silica,  feldspar,  precious metals, antimony and other commercial minerals from
its  majority   stockholder  and  unrelated  third  parties.   The  Company  was
unsuccessful in these

                                        4

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start up efforts and all activity  ceased during 1992 as a result of foreclosure
on various loans in default and/or abandonment of all assets.

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

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

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

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

         Each of the subsidiaries was organized to operate a single  restaurant.
The  Company  presently  owns and  operates  one  theme  restaurant  located  in
Philadelphia,  Pennsylvania and operated under the subsidiary E.A.J. PHL Airport
Inc. The Company is planning at least one acquisitions  during 2005,  subject to
the  availability of funding.  All  restaurants  will be located in high traffic
locations.  The restaurants  will be modest priced  restaurants  catering to the
local working and residential population rather than as a tourist destination.

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

OPERATING LOSSES

         The Company has incurred net losses from  operations  of  approximately
$186,500  and  $190,500  for the years ended  December 31, 2004 and December 31,
2003, respectively. Such

                                        5

<PAGE>



operating losses reflect  developmental and other  administrative costs for 2004
and  2003.  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 2006. Since the Company's formation, it has funded its operations and
capital  expenditures  primarily  through private  placements of debt and equity
securities.  The Company  expects  that it will be  required to seek  additional
financing in the future.  There can be no assurance  that such financing will be
available at all or available on terms acceptable to the Company.

GOVERNMENT REGULATION

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

RISK OF LOW-PRICED STOCKS

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

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

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

                                        6

<PAGE>



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 25, 2004, the Company had approximately 12 employees,  none
of whom is represented by a labor union.


                         ITEM 2 DESCRIPTION OF PROPERTY



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

         The Company's  wholly-owned  subsidiary E.A.J. PHL Airport, Inc. leases
approximately  845  square  feet  in  the  Philadelphia  Airport,  Philadelphia,
Pennsylvania  pursuant to a lease dated April 30, 1997.  E.A.J. PHL Airport pays
$7,083 per month basic rent plus 15% -18% of gross revenues above $850,000 under
the lease which expires April 2007.


                            ITEM 3 LEGAL PROCEEDINGS



NONE

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<PAGE>




                        ITEM 4 SUBMISSION OF MATTERS TO A
                            VOTE OF SECURITY HOLDERS



         No matters were subject to a vote of security  holders  during the year
2004.


                                     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.


                 2004:                               High                Low

First Quarter                                    $   0.025           $   0.014
Second Quarter                                   $   0.048           $   0.020
Third Quarter                                    $   0.030           $   0.015
Fourth Quarter                                   $   0.025           $   0.015

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

DIVIDENDS

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

                                        8

<PAGE>



         The number of shareholders  of record of the Company's  Common Stock as
of December 31, 2004 was approximately 2,490.

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

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


                       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.


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<PAGE>



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

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

RESULTS OF  OPERATIONS  - For the years ended  December  31, 2004 and 2001,  the
Company had a net loss from  operations of  approximately  $186,000 and $190,000
respectively.

Total Revenues - For the years ended December 31, 2004 and 2003, the Company had
total sales of  approximately  $1,255,000  and $1,233,000  respectively,  for an
increase of approximately $22,000. Management believes revenues will continue to
grow in the future as airport traffic increases.

Costs  and  Expenses  - Costs of  revenues,  which  include  the  costs of food,
beverage,   and  kitchen  supplies   increased  as  a  percentage  of  sales  by
approximately  3% from 2003 to 2004.  This  increase can be  attributed  to many
factors,  including, but not limited to increased food costs due to the addition
of fuel surcharges on the delivery of goods,  increased  produce costs caused by
weather conditions causing the loss of crops, dairy prices have increased 30-50%
due to butterfat differentials and supply shortages, and other food items due to
various conditions  outside the control of the Company.  The cost of labor, rent
and other  general and  administrative  costs,  decreased 2% as a percentage  of
sales.  Management  expects  this  decrease to  continue  as revenues  increase.
Depreciation  and amortization  expense  decrease from 2003 to 2004.  Management
expects  depreciation  and amortization to continue to decline until the Company
can carry out its expansion plans.  Depreciation  expense will increase as these
plans are completed.

LIQUIDITY AND CAPITAL RESOURCES

         As of December 31, 2004, the Company has a working  capital  deficit of
approximately  $2,851,176.  The Company's  continued existence is dependent upon
its  ability to execute  its  operating  plan and to obtain  additional  debt or
equity  financing.  There  can be no  assurance  the  necessary  debt or  equity
financing  will be  available,  or will be available on terms  acceptable to the
Company.

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<PAGE>



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

         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 2004 and 2003, the Company  generated  approximately  $2,006,000
and $403,000,  respectfully,  cash from  investing  activities  from the sale of
marketable  equity  securities.  As of  December  31,  2004,  the  company  owns
marketable  securities  valued at  approximately  $2,121,782 with  corresponding
liabilities of $3,102,737.

         During 2004 and 2003, the Company has raised approximately $118,600 and
$156,500   through   short-term   notes   payable  and  advances  from  majority
stockholders. The net proceeds to the Company were used for working capital.

         For the year ended  December  31, 2004 and 2003,  operating  activities
used approximately $160,000 and $170,000 in cash flow.

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

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

CRITICAL  ACCOUNTING  POLICIES  -The  preparation  of  financial  statements  in
conformity with accounting principles generally accepted in the United States of
America  requires  management to make estimates and assumptions  that affect the
reported  amounts of assets and  liabilities  and the  disclosure  of contingent
assets and liabilities of the date of the financial  statements and the reported
amounts of revenues  and expenses  during the  reporting  period.  Note 1 to the
Consolidated Financial

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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.

         In January  2003,  the FASB  issued  Interpretation  No. 46 ("FIN 46"),
CONSOLIDATION OF VARIABLE INTEREST  ENTITIES,  which addresses the consolidation
of  business  enterprises  (variable  interest  entities),  to which  the  usual
condition of consolidation,  a controlling  financial interest,  does not apply.
FIN 46 requires an entity to assess its business  relationships  to determine if
they are variable interest  entities.  As defined in FIN 46, variable  interests
are  contractual,  ownership  or other  interests  in an entity that change with
changes in the  entity's net asset  value.  Variable  interests in an entity may
arise from financial instruments, service contracts, guarantees, leases or other
arrangements  with the variable  interest  entity.  An entity that will absorb a
majority of the variable  interest entity's expected losses or expected residual
returns,  as defined in FIN 46, is  considered  the primary  beneficiary  of the
variable  interest  entity.  The primary  beneficiary  must include the variable
interest  entity's  assets,   liabilities  and  results  of  operations  in  its
consolidated financial statements. FIN 46

                                       12

<PAGE>



is  immediately  effective  for all variable  interest  entities  created  after
January 31, 2003. For variable interest entities created prior to this date, the
provisions  of FIN 46 were  originally  required to be applied no later than our
first  quarter of Fiscal  2004.  On October 8, 2003,  the FASB issued FASB Staff
Position  (FSP)  FIN  46-6,  EFFECTIVE  DATE  OF  FASB  INTERPRETATION  NO.  46,
CONSOLIDATION OF VARIABLE INTEREST ENTITIES. The FSP provides a limited deferral
(until the end of our second  quarter of 2004) of the  effective  date of FIN 46
for certain  interests  of a public  entity in a variable  interest  entity or a
potential variable interest entity. We will continue to evaluate FIN 46, but due
to the complex nature of the analysis required by FIN 46, we have not determined
the impact on our consolidated results of operations or financial position.

         In April 2003, the FASB issued SFAS No. 149, AMENDMENT OF STATEMENT 133
ON  DERIVATIVE  INSTRUMENTS  AND  HEDGING  ACTIVITIES.  SFAS No.  149 amends and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments  embedded in other contracts,  and for hedging activities under SFAS
No. 133. In particular,  this Statement  clarifies  under what  circumstances  a
contract with an initial net investment meets the characteristic of a derivative
and when a  derivative  contains a financing  component  that  warrants  special
reporting in the statement of cash flows. We adopted this standard for contracts
entered into or modified  after June 30, 2003.  The adoption of SFAS No. 149 did
not  have a  material  impact  on our  consolidated  results  of  operations  or
financial position.

         In May 2003,  the FASB  issued  SFAS No.  150,  ACCOUNTING  FOR CERTAIN
FINANCIAL  INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY. This
Statement requires certain financial  instruments that embody obligations of the
issuer and have  characteristics of both liabilities and equity to be classified
as liabilities.  We adopted this standard for financial instruments entered into
or  modified  after May 31,  2003.  The  adoption of SFAS No. 150 did not have a
material impact on our consolidated results of operations or financial position.

         In November  2004, the FASB issued SFAS No. 151,  INVENTORY  COSTS - AN
AMENDMENT OF ARB NO. 43,  CHAPTER 4. This  Statement  amends the guidance in ARB
No. 43, Chapter 4,  "Inventory  Pricing," to clarify the accounting for abnormal
amounts of idle facility expense,  freight,  handling costs, and wasted material
(spoilage).  Paragraph 5 of ARB 43,  Chapter 4 previously  stated  that"...under
some  circumstances,  items such as idle facility expense,  excessive  spoilage,
double freight,  and rehandling costs maybe so abnormal as to require  treatment
as current  period  charges..."  This  Statement  requires  that those  items be
recognized  as  current-period  charges  regardless  of  whether  they  meet the
criterion of "so abnormal." In addition, this Statement requires that allocation
of fixed production  overheads to the costs of conversion be based on the normal
capacity of the production facilities. This statement is effective for inventory
costs incurred during fiscal years beginning after Jun 15, 2005. Management does
not  believe the  adoption of ths  Statement  will have any  immediate  material
impact on the Company.

         On December 16, 2004,  the FASB issued SFAS No. 123 ( R ),  SHARE-BASED
PAYMENT,  which is an  amendment  to SFAS No. 123,  ACCOUNTING  FOR  STOCK-BASED
COMPENSATION.   This  new  standard   eliminates  the  ability  to  account  for
share-based compensation  transactions using Accounting Principles Board ("APB")
Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and generally requires
such  transactions  to be accounted for using a fair-value  based method and the
resulting cost

                                       13

<PAGE>



recognized  in our  financial  statements.  This new standard is  effective  for
awards  that are  granted,  modified  or settled  in cash in interim  and annual
periods beginning after June 15, 2005. In addition, this new standard will apply
to unvested  options granted prior to the effective date. We will adopt this new
standard  effective  for the fourth  fiscal  quarter  of 2005,  and have not yet
determined  what impact this  standard  will have on our  financial  position or
results of operations.

         In December  2004,  the FASB issued SFAS No. 152,  ACCOUNTING  FOR REAL
ESTATE  TIME-  SHARING  TRANSACTIONS,   which  amends  FASB  statement  No.  66,
Accounting for Sales of Real Estate,  to reference the financial  accounting and
reporting guidance for real estate time-sharing transactions that is provided in
AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate Time- Sharing
Transactions.  This statement also amends FASB Statement No. 67,  Accounting for
Costs and Initial Rental  Operations of Real Estate Projects,  to state that the
guidance  for (a)  incidental  operations  and (b) costs  incurred  to sell real
estate  projects does not apply to real estate  time-sharing  transactions.  The
accounting for those operations and costs is subject to the guidance in SOP04-2.
This Statement is effective for financial  statements for fiscal years beginning
after June 15, 2005.  Management  believes the adoption of this  Statement  will
have no impact on the financial statements of the Company.

         In December 2004, the FASB issued SFAS No. 153, EXCHANGE OF NONMONETARY
ASSETS.  This  Statement  addresses the  measurement of exchanges of nonmonetary
assets.  The  guidance  in  APB  Opinion  NO.  29,  Accounting  for  Nonmonetary
Transactions,  is based on the principle that  exchanges of  nonmonetary  assets
should be measured based on the fair value of the assets exchanged. The guidance
in that Opinion,  however,  included certain exceptions to that principle.  This
Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges
of  similar  productive  assets and  replaces  it with a general  exception  for
exchanges  of  nonmonetary  assets  that do not  have  commercial  substance.  A
nonmonetary  exchange has  commercial  substance if the future cash flows of the
entity are expected to change  significantly  as a result of the exchange.  This
Statement is effective for financial statements for fiscal years beginning after
June  15,  2005.  Earlier  applications  is  permitted  for  nonmonetary  assets
exchanges  incurred  during  fiscal  years  beginning  after  the  date  of this
statement is issued.  Management  believes the adoption of this  Statement  will
have no impact on the financial statements fo the Company.


                           ITEM 7 FINANCIAL STATEMENTS



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

                                       14

<PAGE>




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



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


                        ITEM 8A. CONTROLS AND PROCEDURES



         We have established  disclosure  controls and procedures to ensure that
material  information  relating  to  the  Company,  including  its  consolidated
subsidiaries,  is made known to the officers who certify the Company's financial
reports and to other members of senior management and the Board of Directors.

         Based on their evaluation,  as of the end of the period covered by this
Annual  Report on Form 10-KSB,  the  principal  executive  officer and principal
financial  officer of Eat at Joe's, Ltd. have concluded that Eat at Joe's Ltd.'s
disclosure  controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the  Securities  Exchange Act of 1934) are  effective in ensuring that the
information  required to be disclosed by the Company in reports that it files or
submits  under  the  Securities  Exchange  Act of 1934 is  recorded,  processed,
summarized and reported within the time periods specified in the SEC's rules and
forms.

         There  were no  significant  changes  in Eat at Joe's  Ltd.'s  internal
control over financial reporting during the Company's fourth fiscal quarter that
has  materially  affected,  or is reasonably  likely to materially  affect,  the
Company's internal control over financial reporting


                           ITEM 8B. OTHER INFORMATION



         None


                                       15

<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                        43      Chief Executive Officer,                    Next
                                            Chief Financial Officer,                    Annual
                                            Chairman of the Board of                    Meeting
                                            Director/Secretary

James Mylock, Jr.                   38      Director                                    Next
                                                                                        Annual
                                                                                        Meeting

Tim Matula                          44      Director                                    Next
                                                                                        Annual
                                                                                        Meeting

Gino Naldini                        53      President and Chief Operating               Next
                                            Officer                                     Annual
                                                                                        Meeting
</TABLE>

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

                                       16

<PAGE>



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

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

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

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

BOARD MEETINGS AND COMMITTEES

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

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

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

                                       17

<PAGE>



AUDIT COMMITTEE FINANCIAL EXPERT

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


                         ITEM 10 EXECUTIVE COMPENSATION

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

EMPLOYMENT AGREEMENTS

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

                                       18

<PAGE>




                 ITEM 11 SECURITY OWNERSHIP OF BENEFICIAL OWNERS
                                 AND MANAGEMENT



PRINCIPAL SHAREHOLDERS

         The table  below sets forth  information  as to each  person  owning of
record or who was known by the Company to own  beneficially  more than 5% of the
45,048,299  shares of issued and  outstanding  Common Stock of the Company as of
December 31, 2004 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                       8,682,130 *               19%

All Executive Officers              Common Stock                       9,929,993 *               22%
and Directors as a Group
  (5 persons)
</TABLE>

*        Includes 2 shares  (convertible to 4,587,156 common shares) of Series E
         convertible preferred shares on an as if converted basis.


             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



                  During 2004 and 2003, Joseph Fiore, C.E.O. of the Company, and
Berkshire  Capital,  which is controlled  by Mr.  Fiore,  paid expenses and made
advances to the  Company.  As of  December  31,  2004 and 2003,  $1,933,394  and
$1,814,794 in advances was due to these related parties.

         On August 8, 2003,  the Board  resolved to enter into an agreement with
Berkshire  Capital  Management  Co., Inc., a related  party,  for the purpose of
utilizing the Company's tax loss carry forward to sell Berkshire's acquired free
trading  stock in other  public  companies.  During  2004 and 2003,  the Company
acquired marketable  securities from a related party pursuant to a joint venture
agreement.  In accordance  with the agreement  the Company  acquired  marketable
securities valued at $4,245,065 and $3,899,079,  respectively,  (based on quoted
market prices) in exchange for

                                       19

<PAGE>



accounts payable of $3,396,052 and $2,921,529,  respectively, with the remainder
being  reported as contributed  capital of $849,013 and $977,550,  respectively.
During 2004 and 2003, the Company has sold marketable  securities for $3,473,032
and  $1,041,282,  respectively,  and recorded a net loss on sale of $137,437 for
2004 and a net gain of $85,214 for 2003.  As of December 31, 2004 and 2003,  the
remaining  securities are recorded in the  accompanying  Balance Sheets at their
quoted market value of $1,869,782 and $2,610,630, respectively and related party
accounts  payable  include  $3,102,737  and  $2,281,989,  respectively,  due  to
Berkshire Capital.

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

         On  September  1, 2003,  the Board  resolved to enter into an agreement
with Berkshire Capital Management Co., Inc., a related party, for the purpose of
locating   merger   candidates   for  twelve  of  the  Company's   wholly  owned
subsidiaries. Pursuant to which, on October 23, 2003, The Company entered into a
Purchase Agreement with Offshore Creations,  Inc. (A Nevada corporation) to sell
the Company's wholly owned subsidiary E.A.J.  Innerharbor.  The Company received
1,200,000  (approximately 3%) of restricted stock of the corporation surving the
merger of Offshore Creations, Inc. and E.A.J. Innerharbor, Inc. This transaction
was accounted form by recording a $1,200 investment in marketable securities and
a  corresponding  gain on sale of $1,200.  As of December 31, 2004 no additional
subsidiaries have been sold.


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



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

1.       FINANCIAL STATEMENTS                                            PAGE

Report of Robison, Hill & Co., Independent Certified Public Accountants...F-1

Consolidated Balance Sheets as of December 31, 2004, and 2003.............F-2

Consolidated Statements of Operations for the years ended
     December 31, 2004, and 2003..........................................F-4

Consolidated Statement of Stockholders' Equity for the years ended
     December 31, 2004, and 2003..........................................F-5

Consolidated Statements of Cash Flows for the years ended
     December 31, 2004, and 2003..........................................F-6

Notes to consolidated Financial Statements................................F-7

                                       20

<PAGE>



2.       EXHIBITS

         The following exhibits are included as part of this report:

Exhibit
Number            Title of Document


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

(1) Incorporated by reference.

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


                 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



         The following is a summary of the fees billed to us by Robison,  Hill &
Company for professional services rendered for the years ended December 31, 2004
and 2003:


           Service                       2004                   2003
------------------------------    ------------------     ------------------
Audit Fees                        $           20,870     $           16,510
Audit-Related Fees                                 -                      -
Tax Fees                                       1,495                  1,495
All Other Fees                                     -                      -
                                  ------------------     ------------------
Total                             $           22,365     $           18,005
                                  ==================     ==================

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


                                       21

<PAGE>



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

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

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

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


                                       22

<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES


                                      - : -

                          INDEPENDENT AUDITOR'S REPORT

                           DECEMBER 31, 2004 AND 2003




























<PAGE>




                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S>                                                                                                             <C>
Report of Independent Certified Public Accountants..............................................................F-1

Consolidated Balance Sheets, December 31, 2004 and 2003.........................................................F-2

Consolidated Statements of Operations, For The Years Ended
   December 31, 2004 and 2003...................................................................................F-4

Consolidated Statement of Changes in Stockholders' Equity, For The Years Ended
   December 31, 2004 and 2003...................................................................................F-5

Consolidated Statements of Cash Flows, For The Years Ended
   December 31, 2004 and 2003...................................................................................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, 2004, and
2003  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,  2004,  and 2003,  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.

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

                                                   Respectfully submitted,


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

Salt Lake City, Utah
March 29, 2005

                                      F - 1

<PAGE>



                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>

                                                                                    2004                2003
                                                                             ------------------  ------------------
<S>                                                                          <C>                 <C>
ASSETS
Current Assets:
Cash and cash equivalents                                                    $        2,389,042  $          440,637
Receivables                                                                               9,185               6,337
Inventory                                                                                 7,500               7,500
Prepaid expense                                                                          10,561              10,693
Marketable Securities                                                                 2,121,782           2,611,830
                                                                             ------------------  ------------------

     Total Current Assets                                                             4,538,070           3,076,997
                                                                             ------------------  ------------------

Property and equipment:
Equipment                                                                               103,666              98,740
Furniture & Fixtures                                                                      3,964               3,964
Leasehold improvements                                                                  376,165             376,165
                                                                             ------------------  ------------------
                                                                                        483,795             478,869
Less accumulated depreciation                                                          (368,881)           (334,350)
                                                                             ------------------  ------------------

     Total Property & Equipment                                                         114,914             144,519
                                                                             ------------------  ------------------

Other Assets:
Investments                                                                                   -                   -
Intangible and other assets net of
amortization of $106,302 and $90,818
for 2004 and 2003, respectively                                                          48,535              64,019
                                                                             ------------------  ------------------

     Total Other Assets                                                                  48,535              64,019
                                                                             ------------------  ------------------

     TOTAL ASSETS                                                            $        4,701,519  $        3,285,535
                                                                             ==================  ==================
</TABLE>



                                      F - 2

<PAGE>



                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2004 AND 2003
                                   (Continued)

<TABLE>
<CAPTION>
                                                                                    2004                2003
                                                                             ------------------  ------------------
<S>                                                                          <C>                 <C>
LIABILITIES
Current Liabilities:
Accounts payable and accrued liabilities                                     $          200,846  $          167,845
Related party accounts payable                                                        3,102,737           2,281,989
Short-term notes payable                                                                265,193             275,821
Shareholders loans                                                                    1,933,394           1,814,794
Convertible Debentures                                                                1,887,076           1,742,453
                                                                             ------------------  ------------------

     Total Current Liabilities                                                        7,389,246           6,282,902
                                                                             ------------------  ------------------

STOCKHOLDERS EQUITY Preferred stock - $0.0001 par value.
   10,000,000 shares authorized;
   20,000 Series E shares issued and
   outstanding December 31, 2004 and
    0 shares issued and outstanding December 31, 2003                                         2                   2
Common Stock - $0.0001 par value.
   250,000,000 shares authorized;
   45,048,299 and 45,048,299
   issued and outstanding, respectively.                                                  4,505               4,505
Additional paid-in capital                                                           11,865,627          11,016,614
Cumulative Translation Adjustment                                                             -                   -
Unrealized Losses on available-for-sale securities                                     (408,382)           (336,886)
Retained deficit                                                                    (14,149,479)        (13,681,602)
                                                                             ------------------  ------------------

     Total Stockholders' Equity                                                      (2,687,727)         (2,997,367)
                                                                             ------------------  ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   $        4,701,519  $        3,285,535
                                                                             ==================  ==================
</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, 2004, AND 2003

<TABLE>
<CAPTION>
                                                                                    2004                2003
                                                                             ------------------  ------------------
<S>                                                                          <C>                 <C>
Revenues                                                                     $        1,255,317  $        1,233,547
Cost of Revenues                                                                        477,851             431,227
                                                                             ------------------  ------------------
Gross Margin                                                                            777,466             802,320

Expenses
   Labor and Related Expenses                                                           304,098             290,420
   Rent                                                                                 182,723             199,688
   Depreciation and Amortization                                                         50,015              70,018
   Other General and Administrative                                                     427,108             432,571
                                                                             ------------------  ------------------
      Total Operating Expenses                                                          963,944             992,697

Net Loss from Continuing Operations                                                    (186,478)           (190,377)
                                                                             ------------------  ------------------

Other Income (Expense)
   Interest income                                                                          833                  76
   Dividend income                                                                        4,414                  40
   Interest expense                                                                    (145,994)           (147,801)
   Gain (Loss) on sale of Marketable Securities                                        (137,437)             82,826
                                                                             ------------------  ------------------
Net Other Income (Expense)                                                             (278,184)            (64,859)
                                                                             ------------------  ------------------

Net Loss Before Income Taxes                                                           (464,662)           (255,236)
Income Tax (Expense) Benefit                                                             (3,215)             (1,371)
                                                                             ------------------  ------------------

Net Loss                                                                     $         (467,877) $         (256,607)
                                                                             ==================  ==================

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

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









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

                                      F - 4

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2004, AND 2003

<TABLE>
<CAPTION>

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

<S>                                <C>       <C>        <C>          <C>       <C>           <C>           <C>          <C>
Balance at January 1, 2003            --     $  --      45,048,299   $ 4,505   $ 9,939,066   $   (5,360)   $(13,424,995)$(3,486,784)

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

Balance at December 31, 2003        20,000         2    45,048,299     4,505    11,016,614     (336,886)   (13,681,602)  (2,997,367)

Contributed Capital                   --        --            --        --         849,013         --           --          849,013
Net Loss                              --        --            --        --            --           --       (467,877)      (467,877)
Unrealized Loss on
   available-for-sale securities      --        --            --        --            --        (71,496)        --          (71,496)
                                   -------   -------   -----------   -------   -----------   ----------    ---------    -----------
Total Comprehensive Loss              --        --            --        --            --        (71,496)    (467,877)      (539,373)
                                   -------   -------   -----------   -------   -----------   ----------    ---------    -----------

Balance at December 31, 2004        20,000   $     2    45,048,299   $ 4,505   $11,865,627   $ (408,382)   $(14,149,479)$(2,687,727)
                                   =======   =======   ===========   =======   ===========   ==========    =========    ===========
</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, 2004, AND 2003

<TABLE>
<CAPTION>
                                                                                    2004                2003
                                                                             ------------------  ------------------
<S>                                                                          <C>                 <C>
Cash Flows From Operating Activities
   Net loss for the period                                                   $         (467,877) $         (256,607)
Adjustments to reconcile net loss to net cash
   Provided by operating activities
     Depreciation and Amortization                                                       50,015              70,018
     (Gain) Loss on sale of marketable securities                                       137,437             (82,826)
     Decrease (Increase) in Receivables                                                   2,847                 202
     Decrease (Increase) in prepaid expense                                                (132)                (26)
     Increase (Decrease) in accrued interest payable                                    145,994             147,801
     Increase (Decrease) in accounts payable & accrued liabilities                      (27,951)            (48,963)
                                                                             ------------------  ------------------
Net Cash Provided by (Used in) Operating Activities                                    (159,667)           (170,401)
                                                                             ------------------  ------------------

Cash Flows From Investing Activities
   Purchase of marketable securities                                                 (1,466,635)           (645,022)
   Proceeds from sale of marketable securities                                        3,473,032           1,047,925
   Purchase of property and equipment                                                    (4,925)                  -
                                                                             ------------------  ------------------
Net Cash Provided by (Used in) Investing Activities                                   2,001,472             402,903
                                                                             ------------------  ------------------

Cash Flows From Financing Activities
   Advances from majority stockholders                                                  118,600             155,528
   Repayments of notes and advances                                                     (12,000)            (18,000)
   Proceeds from short-term notes payable                                                     -                   -
                                                                             ------------------  ------------------
Net Cash Provided by Financing Activities                                               106,600             137,528
                                                                             ------------------  ------------------

Increase (Decrease) in Cash                                                           1,948,405             370,030
Cash at beginning of period                                                             440,637              70,607
                                                                             ------------------  ------------------
Cash at End of Period                                                        $        2,389,042  $          440,637
                                                                             ==================  ==================

Supplemental Disclosure of
Interest and Income Taxes Paid
   Interest paid during the period                                           $                -  $                -
                                                                             ==================  ==================
   Income taxes paid during the period                                       $            1,322  $            1,060
                                                                             ==================  ==================

Supplemental Disclosure of Non-cash Investing
 and Financing Activities
    Marketable Securities acquired through related party payables            $        3,396,052  $        2,921,529
    Marketable Securities acquired through contributed capital                          849,013             977,550
    Preferred stock issued in satisfaction of shareholder loans                               -             100,000
</TABLE>


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

                                      F - 6

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004, AND 2003


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Organization

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

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

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

Basis of Presentation

         The Company's consolidated financial statements have been prepared on a
going  concern  basis,   which   contemplates  the  realization  of  assets  and
satisfaction of liabilities in the normal course of business.  The  consolidated
financial  statements do not include any adjustment  relating to  recoverability
and  classification  of recorded amounts of assets and liabilities that might be
necessary should the Company be unable to continue as a going concern.






                                      F - 7

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004, AND 2003
                                   (Continued)

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

Basis of Presentation (continued)

         The Company has  incurred a net loss for the years ended  December  31,
2004 and 2003 of $467,877 and $256,607,  respectively, and the Company used cash
of $159,667 and $170,401 in operating  activities  for the years ended  December
31, 2004 and 2003,  respectively.  As of December  31,  2004,  the Company had a
working capital deficit of $2,851,176.  These conditions raise substantial doubt
as to the Company's ability to continue as a going concern.

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

         Management  plans include opening at least four new restaurants  during
2005 and obtaining  additional  financing to fund payment of obligations  and to
provide working capital for operations and to finance future growth. The Company
is actively pursuing alternative  financing and has had discussions with various
third parties,  although no firm commitments have been obtained. In the interim,
shareholders  of the Company have  committed to meeting its operating  expenses.
Management  believes  these  efforts will  generate  sufficient  cash flows from
future  operations  to pay the Company's  obligations  and realize other assets.
There is no assurance any of these transactions will occur.

Nature of Business

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

Principles of Consolidation

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



                                      F - 8

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004, AND 2003
                                   (Continued)

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

Inventories

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

Revenue Recognition

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

Income Taxes

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

Cash and Cash Equivalents

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

Depreciation

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

                  Furniture & Fixtures                        5-10 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.


                                      F - 9

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004, AND 2003
                                   (Continued)

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

Amortization

         Intangible  assets  consist of a trademark  registered  with the United
States of America Patent and Trademark  Office with a registration  No. 1575696.
Intangible assets are amortized over their estimated useful life of 10 years.

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

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

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










                                     F - 10

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004, AND 2003
                                   (Continued)

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

Recent Accounting Standards

         In April 2003, the Financial  Accounting  Standards Board (FASB) issued
SFAS No. 149,  Amendment of Statement 133 on Derivative  Instruments and Hedging
Activities.  The  statement  amends and clarifies  accounting  and reporting for
derivative  instruments,  including certain derivative  instruments  embedded in
other contracts,  and hedging activities.  This statement is designed to improve
financial  reporting  such that contracts with  comparable  characteristics  are
accounted  for  similarly.  The  statement,  which is  generally  effective  for
contracts  entered into or modified  after June 30, 2003, is not  anticipated to
have a significant effect on our financial position or results of operations.

         In May 2003,  the FASB  issued  SFAS No.  150,  Accounting  for Certain
Financial  Instruments with Characteristics of Both Liabilities and Equity. This
statement  establishes  standards  for how an  issuer  classifies  and  measures
certain  financial  instruments  with  characteristics  of both  liabilities and
equity.  This statement is effective for financial  instruments  entered into or
modified after May 31, 2003, and is otherwise  effective at the beginning of the
first interim period beginning after June 15, 2003. The statement was considered
in regard to our Series E  Preferred  Stock and,  is not  anticipated  to have a
significant effect on our financial position or results of operations.

         In December 2003, the FASB issued FASB Interpretation No. 46 (Revised),
Consolidation of Variable Interest Entities. This interpretation clarifies rules
relating to  consolidation  where  entities are controlled by means other than a
majority voting interest and instances in which equity investors do not bear the
residual  economic  risks.  We currently have no ownership in variable  interest
entities and  therefore  adoption of this  standard  currently  has no financial
reporting implications.



                                     F - 11

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004, AND 2003
                                   (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 preferred
shares were converted to 4,587,156 and 6,756,757common shares as of December 31,
2004 and 2003, respectively.  The effect of outstanding common stock equivalents
are anti-dilutive for 2004 and 2003 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  2003  financial
statements to conform with the 2004 presentation.

Fair Value of Financial Instruments

         The carrying value of the Company's  financial  instruments,  including
receivables  and accounts  payable and accrued  liabilities at December 31, 2004
and 2003  approximates  their fair values due to the short-term  nature of these
financial  instruments.  The carrying values of marketable  securities available
for sale are based on quoted market prices.


                                     F - 12

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004, AND 2003
                                   (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, 2004
                                 ---------------------------------------------------------
                                       Gross              Gross
                                    Unrealized          Unrealized             Fair
                                       Gain                Loss               Value
                                 -----------------  ------------------  ------------------
<S>                              <C>                <C>                 <C>
Available-for-sale securities    $         250,800  $          322,296  $        2,611,830
                                 =================  ==================  ==================


                                                     December 31, 2003
                                 ---------------------------------------------------------
                                       Gross              Gross
                                    Unrealized          Unrealized             Fair
                                       Gain                Loss               Value
                                 -----------------  ------------------  ------------------
Available-for-sale securities    $               -  $          331,526  $        2,611,830
                                 =================  ==================  ==================
</TABLE>

         Realized  Gains and  losses  are  determined  on the basis of  specific
identification.  During  the years  ended  December  31,  2004 and  2003,  sales
proceeds  and gross  realized  gains  and  losses on  securities  classified  as
available-for-sale securities were:


                                        For the Year Ended
                                           December 31,
                                     2004                2003
                              ------------------  ------------------

Sale Proceeds                 $        3,473,032  $        1,047,925
                              ==================  ==================

Gross Realized Losses         $          178,954  $            3,588
                              ==================  ==================

Gross Realized Gains          $           41,517  $           86,414
                              ==================  ==================



                                     F - 13

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004, AND 2003
                                   (Continued)


NOTE 2 - SHORT-TERM NOTES PAYABLE

         Short-Term Notes Payable consist of loans from unrelated entities as of
December  31,  2004 and 2003.  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,  2004,  the  Company  had a  net  operating  loss
carryforward for income tax reporting purposes of approximately $11,165,000 that
may be offset against future taxable income through 2024. Current tax laws limit
the amount of loss  available to be offset  against future taxable income when a
substantial  change in  ownership  occurs.  Therefore,  the amount  available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the  carryforwards  will expire  unused.  Accordingly,  the potential tax
benefits of the loss  carryforwards  are offset by a valuation  allowance of the
same amount.

         The Company has the following tax assets:

                                               2004                2003
                                        ------------------  ------------------
Net Operating Losses                             3,796,100           3,774,894
Other                                               82,509              78,919
Valuation Allowance                             (3,878,609)         (3,853,813)
                                        ------------------  ------------------
                                                         -                   -
                                        ==================  ==================

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

<TABLE>
<CAPTION>

                                                   2004                2003
                                            ------------------  ------------------
<S>                                         <C>                 <C>
Provision (Benefit) at US Statutory Rate              (157,985)            (86,780)
Net Operating Losses                                   136,779             (93,546)
Other                                                    3,590               6,268
Increase (Decrease) in Valuation Allowance             (24,796)           (174,058)
                                            ------------------  ------------------
                                                             -                   -
                                            ==================  ==================
</TABLE>

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



                                     F - 14

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004, AND 2003
                                   (Continued)

NOTE 4 - RELATED PARTY TRANSACTIONS

         During  2004  and  2003,  Joseph  Fiore,  C.E.O.  of the  Company,  and
Berkshire  Capital,  which is controlled  by Mr.  Fiore,  paid expenses and made
advances to the  Company.  As of  December  31,  2004 and 2003,  $1,933,394  and
$1,814,794 in advances was due to these related parties.

         On August 8, 2003,  the Board  resolved to enter into an agreement with
Berkshire  Capital  Management  Co., Inc., a related  party,  for the purpose of
utilizing the Company's tax loss carry forward to sell Berkshire's acquired free
trading  stock in other  public  companies.  During  2004 and 2003,  the Company
acquired marketable  securities from a related party pursuant to a joint venture
agreement.  In accordance  with the agreement  the Company  acquired  marketable
securities valued at $4,245,065 and $3,899,079,  respectively,  (based on quoted
market prices) in exchange for accounts  payable of $3,396,052  and  $2,921,529,
respectively,  with the  remainder  being  reported  as  contributed  capital of
$849,013 and $977,550, respectively.  During 2004 and 2003, the Company has sold
marketable securities for $3,473,032 and $1,041,282,  respectively, and recorded
a net loss on sale of $137,437  for 2004 and a net gain of $85,214 for 2003.  As
of December  31, 2004 and 2003,  the  remaining  securities  are recorded in the
accompanying  Balance  Sheets at their  quoted  market value of  $1,869,782  and
$2,610,630,  respectively and related party accounts payable include  $3,102,737
and $2,281,989, respectively, due to Berkshire Capital.

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

         On  September  1, 2003,  the Board  resolved to enter into an agreement
with Berkshire Capital Management Co., Inc., a related party, for the purpose of
locating   merger   candidates   for  twelve  of  the  Company's   wholly  owned
subsidiaries. Pursuant to which, on October 23, 2003, The Company entered into a
Purchase Agreement with Offshore Creations,  Inc. (A Nevada corporation) to sell
the Company's wholly owned subsidiary E.A.J.  Innerharbor.  The Company received
1,200,000  (approximately 3%) of restricted stock of the corporation surving the
merger of Offshore Creations, Inc. and E.A.J. Innerharbor, Inc. This transaction
was accounted form by recording a $1,200 investment in marketable securities and
a  corresponding  gain on sale of $1,200.  As of December 31, 2004 no additional
subsidiaries have been sold.









                                     F - 15

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004, AND 2003
                                   (Continued)

NOTE 5 - PURCHASE OF SUBSIDIARIES

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

NOTE 6 - RENT AND LEASE EXPENSE

         The Company's  wholly-owned  subsidiary E.A.J. PHL Airport, Inc. leases
approximately  845  square  feet  in  the  Philadelphia  Airport,  Philadelphia,
Pennsylvania  pursuant to a lease dated April 30, 1997.  E.A.J. PHL Airport pays
$7,083 per month basic rent plus 15% -18% of gross revenues above $850,000 under
the lease which expires April 2007.

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


     Year Ended December 31,                                  Real Property
---------------------------------                           -----------------
      2004                                                  $          85,000
      2005                                                             85,000
      2006                                                             85,000
      2007                                                             85,000
      2008                                                                  -
                                                            -----------------

      Total five year minimum lease payments                $         340,000
                                                            =================

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


                                     F - 16

<PAGE>


                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004, AND 2003
                                   (Continued)

NOTE 7 - CONVERTIBLE DEBENTURES

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

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

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

NOTE 8 - CONVERTIBLE PREFERRED STOCK

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

         *        No dividends.
         *        Convertible  to common stock at the average  closing bid price
                  for the Company's common stock for the 5 trading days prior to
                  the conversion  date,  and is adjustable to prevent  dilution.
                  (Convertible to 4,587,156 common shares at December 31, 2003)
         *        Convertible  at the  Option of the  Company  at par value only
                  after repayment of the shareholder loans from Joseph Fiore and
                  subject to the holders option to convert.
         *        Entitled to vote 1,000 votes per share of Series E Convertible
                  Preferred Shares.
         *        Entitled to  liquidation  preference at par value.
         *        Is senior to all other  share of  preferred  or common  shares
                  issued past, present and future.



                                     F - 17

<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 30, 2004

By  /S/     Joseph Fiore
------------------------
Joseph Fiore,
C.E.O., C.F.O., Chairman, Secretary, Director

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on this 30th day of March 2005.

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



                                       23