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, 2001

                                       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)



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<PAGE>



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

                                                           Total pages:     17
                                                                           ----
                                                    Exhibit Index Page:     15
                                                                           ----

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

       State issuer's revenues for its most recent fiscal year. $1,606,482
                                                                ----------

     As of December 31, 2001,  there were 45,048,299  shares of the Registrant's
common stock, par value $0.0001,  issued and outstanding and 1,186,400  warrants
and 61,350  options to purchase  common  stock at $0.50 to $1.79 per share.  The
aggregate market value of the Registrant's  voting stock held by  non-affiliates
of the Registrant was approximately  $1,064,315  computed at the average bid and
asked price as of December 31, 2001.


                       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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                                TABLE OF CONTENTS


Item Number and Caption                                                     Page
-----------------------                                                     ----

PART I

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

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

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

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


PART II

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

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

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

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

PART III

Item 9.        Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act..............12

Item 10.       Executive Compensation.........................................14

Item 11.       Security Ownership of Certain Beneficial Owners and Management.14

Item 12.       Certain Relationships and Related Transactions.................15

Item 13.       Exhibits and Reports on Form 8-K...............................15







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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  two  theme  restaurants:  one
restaurant located in Philadelphia, Pennsylvania, and one in Etobicoke, Ontario,
Canada. The Company is planning at least four acquisitions  during 2002, subject
to the availability of funding.  All restaurants will be located in high traffic
locations.  The restaurants  will be modest priced  restaurants  catering to the
local working and residential population rather than as a tourist destination.

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

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

     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

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

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

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

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

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

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

     Each of the subsidiaries was organized to operate a single restaurant.  The
Company  presently  owns and  operates  two theme  restaurants:  one  restaurant
located in Philadelphia,  Pennsylvania and operated under the subsidiary  E.A.J.
PHL Airport Inc., and one in Etobicoke,  Ontario,  Canada operated under 1398926
Ontario  Inc.  The Company is planning at least four  acquisitions  during 2002,
subject to the availability of funding. All restaurants will be located in

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<PAGE>



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

     During 2000, E.A.J. MO, Inc., E.A.J.  Shoppes,  Inc., E.A.J. Walnut Street,
Inc., and the third 137855 Ontario restaurants were closed and substantially all
assets and leasehold improvements abandoned.

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

     The Company's  wholly-owned  subsidiary 1337855 Ontario shares office space
of approximately 1,000 square feet in Ontario with an officer of the Company.

OPERATING LOSSES

     The  Company  has  incurred  net  losses  of  approximately   $167,000  and
$3,017,000  for the fiscal years ended  December 31, 2001 and December 31, 2000,
respectively.  Such operating  losses reflect  developmental  and other start-up
activities  for 2001 and 2000 and the loss on  abandonment of assets during 2001
and  2000.  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
2002.  Since the Company's  formation,  it has funded its operations and capital
expenditures primarily through private placements of debt and equity securities.
See "Recent Sales of Unregistered  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.




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<PAGE>



RISK OF LOW-PRICED STOCKS

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

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

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

LACK OF TRADEMARK AND PATENT PROTECTION

     The  Company  relies  on a  combination  of  trade  secret,  copyright  and
trademark  law,  nondisclosure  agreements  and technical  security  measures to
protect its  products.  Notwithstanding  these  safeguards,  it is possible  for
competitors  of the  company to obtain  its trade  secrets  and to  imitate  its
products.  Furthermore,  others may  independently  develop  products similar or
superior to those developed or planned by the Company.

COMPETITION

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

     As of March 27, 2002, the Company had  approximately 36 employees,  none of
whom is represented by a labor union.




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<PAGE>




                         ITEM 2 DESCRIPTION OF PROPERTY



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

     The Company's  wholly-owned  subsidiary  E.A.J.  PHL Airport,  Inc.  leases
approximately  845  square  feet  in  the  Philadelphia  Airport,  Philadelphia,
Pennsylvania  pursuant to a lease dated April 30, 1997.  E.A.J. PHL Airport pays
$7,100 per month rent under the lease which expires April 2007.

     The  Company's   wholly-owned   subsidiary   1398926   Ontario   leases  an
approximately  5,200  square  feet  for  the  Mediterraneo   Restaurant  in  the
Humbertown  Shopping  Center  located in  Etobicoke,  Ontario,  Canada.  1337855
Ontario  pays  $14,500  Canadian  Dollars  per month rent under the lease  which
expires in the year 2015, with an additional five year option.


                            ITEM 3 LEGAL PROCEEDINGS



NONE


                        ITEM 4 SUBMISSION OF MATTERS TO A
                            VOTE OF SECURITY HOLDERS



     No matters were subject to a vote of security holders during the year 2001.


                                     PART II


                       ITEM 5 MARKET FOR COMMON EQUITY AND
                           RELATED STOCKHOLDER MATTERS



MARKET INFORMATION


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<PAGE>



     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.


              2000:
First Quarter                           $       0.34    $       0.18
Second Quarter                          $       0.35    $       0.13
Third Quarter                           $       0.23    $       0.13
Fourth Quarter                          $       0.22    $       0.06

              2001:
First Quarter                           $       0.16    $       0.05
Second Quarter                          $       0.08    $       0.05
Third Quarter                           $       0.07    $       0.03
Fourth Quarter                          $       0.04    $       0.02


DIVIDENDS

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

     The number of  shareholders  of record of the Company's  Common Stock as of
March 27, 2002 was approximately 3,374.

RECENT SALES OF UNREGISTERED SECURITIES

     Holders of Convertible  Preferred  Stock received  1,086,957  shares of the
Company's  Common  stock  during  2000 in  conversion  of 2 shares  of  Series B
Convertible  Preferred  Stock.  As of December  31, 2000 there were no remaining
shares of Convertible Preferred Stock outstanding.

     During 2000, holders of $162,500 of Convertible debentures received 800,000
shares of Common Stock on conversion of debentures.

     During 2000,  the Company  issued  1,133,330  shares of its common stock in
exchange for services valued at $161,247.


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



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

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

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

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

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

Results of  Operations - From March 1, 1990 to December 12, 1995 the Company was
an inactive corporation. From December 12, 1995 to November 1997 the Company was
a  development  stage  company and had not begun  principal  operations.  During
November and December,  1997 two restaurants  were opened and began  operations,
two restaurants  opened during May 1998, three  restaurants  opened during third
quarter 1998,  two  restaurants  opened during  fourth  quarter 1998,  and three
restaurants  were acquired during March 1999.  Additionally,  4 restaurants were
closed during second  quarter 1999,  two were closed during fourth quarter 1999,
and four more were closed during

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<PAGE>



2000.  Accordingly, comparisons with prior periods are not meaningful.

Total Revenues - For the years ended December 31, 2001 and 2000, the Company had
total sales of approximately $1,606,000 and $1,913,000 respectively.

Costs and Expenses - For the years ended December 31, 2001 and 2000, the Company
had a net loss of approximately  $167,000 and $3,017,000  respectively.  The net
loss for  2001 and 2000 is  largely  attributable  to a loss on  abandonment  of
assets from the closure of restaurants of  approximately  $87,000 and $1,972,000
respectively.  The remaining loss from 2001 and 2000 is largely  attributable to
additional  expenses  incurred as the Company  increases its Corporate  overhead
structure for the development of additional  locations.  Given the increases and
decreases  in number of  restaurants  during 2001 and 2000,  any  discussion  of
operating expenses as a percentage of sales would not be meaningful and might be
misleading.


LIQUIDITY AND CAPITAL RESOURCES

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

     Since the Company's re-activation in January, 1997, the Company's principal
capital requirements have been the funding of (i) the development of the Company
and its 1950's diner style concept,  (ii) the construction of its existing units
and the acquisition of the furniture,  fixtures and equipment  therein and (iii)
towards the  development of additional  units.  During 2001 and 2000 the company
paid   approximately   $9,000  and  $178,000,   respectively  for  property  and
equipment..

     During  2001 and 2000,  the Company  has raised  approximately  $55,000 and
$700,000   through   short-term   notes   payable  and  advances  from  majority
stockholders.  The net  proceeds to the Company  were used for  additional  unit
development and working capital.

     For the  year  ended  December  31,  2001,  operating  activities  provided
approximately  $1,300 in cash flow,  and for the year ended  December  31, 2000,
operating activities used approximately $445,000 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.


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                           ITEM 7 FINANCIAL STATEMENTS



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


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



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


                                    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:

Director's   Name        Age    Office                              Term Expires

Joseph Fiore             40     Chief Executive officer,            Next
                                Chairman of the Board of            Annual
                                Directors/Secretary                 Meeting

James Mylock, Jr.        35     Director                            Next
                                                                    Annual
                                                                    Meeting

Tim Matula               41     Director                            Next
                                                                    Annual
                                                                    Meeting

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<PAGE>



Gino Naldini             50     President and Chief Operating       Next
                                Officer                             Annual
                                                                    Meeting

Gary Usling              42     Chief Financial Officer             Next
                                                                    Annual
                                                                    Meeting

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

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

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

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

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

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

Board Meetings and Committees

     The Directors and Officers will not receive  remuneration  from the Company
until a subsequent offering has been successfully  completed,  or cash flow from
operating  permits,  all in the discretion of the Board of Directors.  Directors
may be paid their  expenses,  if any, of attendance at such meeting of the Board
of Directors, and may be paid a fixed sum for attendance at each meeting

                                       13

<PAGE>



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.



                         ITEM 10 EXECUTIVE COMPENSATION



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

Employment Agreements

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



                 ITEM 11 SECURITY OWNERSHIP OF BENEFICIAL OWNERS
                                 AND MANAGEMENT



Principal Shareholders

     The table below sets forth  information  as to each person owning of record
or who  was  known  by the  Company  to own  beneficially  more  than  5% of the
45,048,299 shares of issued and

                                       14

<PAGE>



outstanding  Common Stock of the Company as of December 31, 2001 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. # of Name and Address Nature of Shares of
Beneficial Owners Ownership Owned Percent Directors

Joseph Fiore                Common Stock               4,094,974             9%

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


             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



     During 2001 and 2000,  an officer,  Joe Fiore,  CEO of the Company,  and/or
companies  controlled  by the officer  paid  expenses  and made  advances to the
Company. As of December 31, 2001, $1,616,843 in advances was due to Mr. Fiore.


                   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, 2001, and 2000................F-2


Consolidated Statements of Operations for the years ended
     December 31, 2001, and 2000.............................................F-4

Consolidated Statement of Stockholders' Equity for the years ended
     December 31, 2001, and 2000.............................................F-5


                                       15

<PAGE>



Consolidated Statements of Cash Flows for the years ended
     December 31, 2001, and 2000.............................................F-6

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

2.      Financial Statement Schedules

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

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

3.      Exhibits

             The following exhibits are included as part of this report:

Exhibit
Number       Title of Document


3.1          Articles of Incorporation(1)
3.2          By-laws(1)
4.1          Certificate of Designations-Series A Convertible Preferred Stock(1)
4.2          Certificate of Designations-Series B Convertible Preferred Stock(1)
4.3          Form of Warrant Agreement(1)
4.4          Certificate of Designations-Series C Convertible Preferred Stock(1)
4.5          Certificate of Designations-Series D Convertible Preferred Stock(1)
10.5         Lease Information Form between E.A.J. PHL, Airport, Inc. and
             Marketplace Redwood Limited Partnership(1)
10.11        Lease Abstract between Eat at Joe's Neshaminy, Inc. and
             General Growth Properties, Inc.(1)
10.14        Registration of trade name for Eat at Joe's(1)
10.15        Registration Rights Agreement(1)
21           Subsidiaries of the Company(1)


(1) Incorporated by reference.

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


                                       16

<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: April 1, 2002           By  /S/     Joseph Fiore
                               -------------------------------------------------
                                           Joseph Fiore,
                                           C.E.O., Chairman, Secretary, Director

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on this 28th day of March 2002.

Signatures                                 Title

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

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

/S/     Tim Matula
-------------------------------------------
Tim Matula                                 Director


-------------------------------------------
Gino Naldini                               President, Chief Operating Officer


-------------------------------------------
Gary Usling                                Chief Financial Officer


                                       17

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES


                                      - : -

                          INDEPENDENT AUDITOR'S REPORT

                           DECEMBER 31, 2001 AND 2000





























<PAGE>



                                TABLE OF CONTENTS


Report of Independent Certified Public Accountants...........................F-1

Consolidated Balance Sheets, December 31, 2001 and 2000......................F-2

Consolidated Statements of Operations, For The Years Ended
   December 31, 2001 and 2000................................................F-4

Consolidated Statement of Changes in Stockholders' Equity, For The Years Ended
   December 31, 2001 and 2000................................................F-5

Consolidated Statements of Cash Flows, For The Years Ended
   December 31, 2001 and 2000................................................F-6

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































<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, 2001,
and 2000 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, 2001, and 2000, and the results of its
operations  and its cash  flows for the years then  ended,  in  conformity  with
accounting principles generally accepted in the United States of America.

                                                   Respectfully submitted,


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

Salt Lake City, Utah
March 27, 2002





                                      F - 1

<PAGE>



                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>


                                                                    2001             2000
                                                               ---------------  --------------
ASSETS
Current Assets:
<S>                                                            <C>              <C>
Cash and cash equivalents                                      $        62,176  $       14,670
Receivables                                                                  -           3,411
Inventory                                                               19,116          19,832
Prepaid expense                                                          8,210          13,217
                                                               ---------------  --------------

     Total Current Assets                                               89,502          51,130
                                                               ---------------  --------------

Property and equipment:
Equipment                                                              120,150         163,025
Furniture & Fixtures                                                     3,964           5,454
Leasehold improvements                                                 577,581         629,100
                                                               ---------------  --------------
                                                                       701,695         797,579
Less accumulated depreciation                                         (287,902)       (196,945)
                                                               ---------------  --------------

                                                                       413,793         600,634
                                                               ---------------  --------------

Other Assets:
Investments                                                            100,000         100,000
Intangible and other assets net of amortization of $59,851 and
$44,367 for 2000 and 1999, respectively                                 94,986         110,470
                                                               ---------------  --------------

     Total Assets                                              $       698,281  $      862,234
                                                               ===============  ==============

</TABLE>


                                      F - 2

<PAGE>



                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000
                                   (Continued)

<TABLE>
<CAPTION>



                                                                    2001             2000
                                                               ---------------  --------------
LIABILITIES
Current Liabilities:
<S>                                                            <C>              <C>
Accounts payable and accrued liabilities                       $       334,247  $      462,431
Short-term notes payable                                               361,996         518,302
Shareholders loans                                                   1,616,843       1,373,022
                                                               ---------------  --------------

     Total Current Liabilities                                       2,313,086       2,353,755
                                                               ---------------  --------------

Convertible Debentures, Net of Issue Costs                           1,462,533       1,338,448
                                                               ---------------  --------------

     Total Liabilities                                               3,775,619       3,692,203
                                                               ---------------  --------------

STOCKHOLDERS EQUITY
Preferred stock - $0.0001 par value.  10,000,000 shares
   authorized; -0- and 2 shares issued and outstanding                       -               -
Common Stock - $0.0001 par value.  50,000,000 shares
   Authorized.45,048,299 and 44,894,967 issued and
   outstanding, respectively.                                            4,505           4,490
Common Stock To Be Issued                                                    -               -
Additional paid-in capital                                           9,927,476       9,919,824
Cumulative Translation Adjustment                                       32,581         120,405
Retained deficit                                                   (13,041,900)    (12,874,688)
                                                               ---------------  --------------

     Total Stockholders' Equity                                     (3,077,338)     (2,829,969)
                                                               ---------------  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $       698,281  $      862,234
                                                               ===============  ==============

</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, 2001, AND 2000
<TABLE>
<CAPTION>


                                                                    2001             2000
                                                               ---------------  --------------

<S>                                                            <C>              <C>
Revenues                                                       $     1,606,482  $    1,912,990
Cost of Revenues                                                       592,985         836,185
                                                               ---------------  --------------
Gross Margin                                                         1,013,497       1,076,805

Expenses
   Labor and Related Expenses                                          336,233         652,330
   Rent                                                                259,200         224,804
   Other General and Administrative                                    336,901         832,716
                                                               ---------------  --------------
Income (Loss) Before Depreciation and Amortization                      81,163        (633,045)
   Depreciation and Amortization                                       121,732         263,124
                                                               ---------------  --------------

Net Loss from Continuing Operations                                    (40,569)       (896,169)
                                                               ---------------  --------------

Other Income (Expense)
   Interest income                                                           -               -
   Interest expense                                                   (147,883)       (145,627)
   Gain (Loss) on sale of assets                                       (87,352)     (1,972,070)
   Other                                                               108,792               -
                                                               ---------------  --------------
Net Other Income (Expense)                                            (126,443)     (2,117,697)
                                                               ---------------  --------------

Net Loss Before Income Taxes                                          (167,012)     (3,013,866)
Income Tax Expense (Benefit)                                               200           2,720
                                                               ---------------  --------------

Net Loss                                                       $      (167,212) $   (3,016,586)
                                                               ===============  ==============

Basic Loss Per Common Share:                                   $             -  $        (0.07)
                                                               ===============  ==============

Weighted Average Number of Common Shares                            45,002,509      43,857,607
                                                               ===============  ==============
</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, 2001, AND 2000
<TABLE>
<CAPTION>



                                                                                      Additional   Cumulative
                                       Preferred Stock            Common Stock          Paid-in    Translation      Retained
                                    ---------------------- -------------------------
                                      Shares     Amount        Shares       Amount      Capital     Adjustment       Deficit
                                    ---------- ----------- -------------  ---------- ------------- ------------  --------------

<S>                                 <C>        <C>          <C>           <C>        <C>           <C>           <C>
Balance at January 1, 2000                   2 $         -    41,874,680  $    4,187 $   9,619,060 $          -  $   (9,858,101)

Convertible Debentures
  Converted                                  -           -       800,000          80       162,420            -               -
Series B Preferred Shares
  Converted                                 (2)          -     1,086,957         109          (109)           -               -
Shares Issued for Services                   -           -     1,133,330         114       138,453            -               -
Currency Translation Adjustment              -           -             -           -             -      120,405               -
Net Loss                                     -           -             -           -             -            -      (3,016,587)
                                    ---------- ----------- -------------  ---------- ------------- ------------  --------------

Balance at December 31, 2000                 -           -    44,894,967       4,490     9,919,824       20,405     (12,874,688)

Shares Issued for Services                   -           -       153,332          15         7,652                            -
Currency Translation Adjustment              -           -             -           -             -      (87,824)              -
Net Loss                                     -           -             -           -             -            -        (167,212)
                                    ---------- ----------- -------------  ---------- ------------- ------------  --------------

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


</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, 2001, AND 2000

<TABLE>
<CAPTION>



                                                                    2001             2000
                                                               ---------------  --------------
Cash Flows From Operating Activities
<S>                                                            <C>              <C>
   Net loss for the period                                     $      (167,212) $   (3,016,587)
Adjustments to reconcile net loss to net cash
   Provided by operating activities
     Depreciation and Amortization                                     106,441         263,124
     Currency Translation Adjustment                                   (87,823)        120,405
     Stock issued for services and expenses                              7,667         301,067
     Loss on disposal of assets                                        104,530       1,972,070
     Decrease (Increase) in Receivables                                  3,411           7,028
     Decrease (Increase) in inventory                                      716          26,219
     Decrease (Increase) in prepaid expense                              5,007          63,225
     Increase (Decrease) in accounts payable & accrued liabilities      28,586        (181,965)
                                                               ---------------  --------------
Net Cash Provided by (Used in) Operating Activities                      1,323        (445,414)
                                                               ---------------  --------------

Cash Flows From Investing Activities
   Investments                                                               -               -
   Purchase of property and equipment                                   (8,645)       (177,934)
   Purchase of intangible assets                                             -               -
                                                               ---------------  --------------
Net Cash Provided by (Used in) Investing Activities                     (8,645)       (177,934)
                                                               ---------------  --------------

Cash Flows From Financing Activities
   Advances from majority stockholders                                 216,500         648,381
   Repayments of notes and advances                                   (166,809)       (162,500)
   Proceeds from short-term notes payable                                5,137         152,137
                                                               ---------------  --------------
Net Cash Provided by Financing Activities                               54,828         638,018
                                                               ---------------  --------------

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

Supplemental Disclosure of
Interest and Income Taxes Paid
   Interest paid during the period                             $        25,997  $            -
                                                               ===============  ==============
   Income taxes paid during the period                         $           200  $        2,720
                                                               ===============  ==============

Supplemental Disclosure of Non-cash Investing
 and Financing Activities
   Short-term Notes Settled with Issuance of
      Common Stock                                             $             -  $      162,500
                                                               ===============  ==============
</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, 2001, AND 2000

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Organization and Basis of Presentation

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

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

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

Principles of Consolidation

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

                                      F - 7

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001, AND 2000
                                   (Continued)

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

Nature of Business

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

Inventories

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

Income Taxes

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

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.

Cash and Cash Equivalents

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

                                      F - 8

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001, AND 2000
                                   (Continued)

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

Earnings (Loss) Per Share

     Diluted net income per common  share was  calculated  based on an increased
number of shares  that  would be  outstanding  assuming  that the  warrants  are
converted to common shares.  The effect of outstanding  common stock equivalents
are anti-dilutive for 2001 and 2000 and are thus not considered.

     The  reconciliations  of the  numerators  and  denominators  of  the  basic
earnings per share computations are as follows:

<TABLE>
<CAPTION>


                                      For the Year Ended December 31, 2001
                                 -----------------------------------------------
                                                                    Per Share
                                     Income          Shares          Amount
                                 --------------  --------------  ---------------

Basic EPS
Net Loss to common
<S>                              <C>             <C>             <C>
shareholders                     $    (167,212)      45,002,509  $             -
                                 ==============  ==============  ===============



                                      For the Year Ended December 31, 2000
                                 -----------------------------------------------
                                                                    Per Share
                                     Income          Shares          Amount
                                 --------------  --------------  ---------------

Basic EPS
Net Loss to common
shareholders                     $  (3,016,586)      43,857,607  $        (0.07)
                                 ==============  ==============  ===============
</TABLE>

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.

                                      F - 9

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001, AND 2000
                                   (Continued)

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

Amortization

     Intangible assets are amortized over useful life of 10 years.

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

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 2000 financial statements
to conform with the 2001 presentation.

NOTE 2 - SHORT-TERM NOTES PAYABLE

     Short-Term  Notes Payable  consist of loans from  unrelated  entities as of
December  31,  2001 and 2000.  The notes are  payable  one year from the date of
issuance together with interest at 6.50% A.P.R.


                                     F - 10

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001, AND 2000
                                   (Continued)

NOTE 3 - INCOME TAXES

     As of December 31, 2001, the Company had a net operating loss  carryforward
for income tax  reporting  purposes  of  approximately  $13,000,000  that may be
offset against  future  taxable income through 2021.  Current tax laws limit the
amount of loss  available  to be offset  against  future  taxable  income when a
substantial  change in  ownership  occurs.  Therefore,  the amount  available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the  carryforwards  will expire  unused.  Accordingly,  the potential tax
benefits of the loss  carryforwards  are offset by a valuation  allowance of the
same amount.

NOTE 4 - PURCHASE OF SUBSIDIARIES

     The Company has entered into a non-binding letter of intent to acquire a 16
unit  regional  restaurant  chain.  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.

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

NOTE 5 - RENT AND LEASE EXPENSE

     The Company occupies various retail restaurant space under operating leases
beginning October 1997 and expiring at various dates through 2012.

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


  Year Ended December 31,                        Real Property      Equipment
---------------------------                      --------------  ---------------
     2002                                               269,808                -
     2003                                               269,808                -
     2004                                               269,808                -
     2005                                               269,808                -
     2006                                               269,808                -
                                                 --------------  ---------------
     Total five year minimum lease payments      $    1,349,040  $             -
                                                 ==============  ===============


     The leases 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 - 11

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001, AND 2000
                                   (Continued)

NOTE 6 - RELATED PARTY TRANSACTIONS

     During 2001 and 2000,  an officer,  Joe Fiore,  CEO of the Company,  and/or
companies  controlled  by the officer  paid  expenses  and made  advances to the
Company. As of December 31, 2001, $1,616,843 in advances was due to Mr. Fiore.

NOTE 7 - CONVERTIBLE PREFERRED STOCK, DEBENTURES, WARRANTS & OPTIONS

     Holders of Convertible  Preferred  Stock received  1,086,957  shares of the
Company's  Common  stock  during  2000 in  conversion  of 2 shares  of  Series B
Convertible  Preferred  Stock.  As of December  31, 2000 there were no remaining
shares of Convertible Preferred Stock outstanding.

     During 2000, holders of $162,500 of Convertible debentures received 800,000
shares of Common Stock on conversion of debentures.

     The following  table sets forth the options and warrants  outstanding as of
December 31, 2001 and 2000.
<TABLE>
<CAPTION>


                                                                    2001             2000
                                                               ---------------  --------------

<S>                                                            <C>              <C>
Options & warrants outstanding, beginning of year                    1,247,750       1,247,750

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

Options & warrants outstanding, end of year                          1,247,750       1,247,750
                                                               ===============  ==============

Exercise price for options & warrants outstanding, end of year  $0.50 to $1.79  $0.50 to $1.79
                                                               ===============  ==============
</TABLE>

NOTE 8 - RESTAURANT CLOSURES

     During 2000, E.A.J. MO, Inc., E.A.J.  Shoppes,  Inc., E.A.J. Walnut Street,
Inc., and the third 137855 Ontario restaurants were closed and substantially all
assets and leasehold improvements abandoned. This abandonment of assets has been
reported in the  financial  statements as a loss on sale of assets at $1,808,168
for the year ended December 31, 2000.





                                     F - 12

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001, AND 2000
                                   (Continued)

NOTE 9 - SELECTED FINANCIAL DATA (Unaudited)

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

                                                         2000 Quarters Ended
                               ---------------------------------------------------------------

                                       Mar 31           Jun 30          Sep 30          Dec 31
                               --------------  --------------- ---------------  --------------
Income statement data:
<S>                            <C>             <C>             <C>              <C>
   Net sales                   $      532,114  $       996,177 $     1,540,041  $    1,912,990
   Gross profit                       336,261          631,956         933,588       1,076,805
   Income (loss) from
     operations before
     depreciation & amortization     (194,028)        (240,767)       (378,861)       (633,045)
   Loss from operations              (294,940)        (442,569)       (608,147)       (896,170)
Other income                          (31,849)         (64,496)     (1,809,324)     (2,117,697)
                               --------------  --------------- ---------------  --------------
Loss before taxes                    (326,789)        (507,065)     (2,417,471)     (3,013,867)
Income tax (provision) benefit           (475)            (950)         (1,425)         (2,720)
                               --------------  --------------- ---------------  --------------
Net Income (Loss)              $     (327,264) $      (508,015)$    (2,418,896) $   (3,016,587)
                               ==============  =============== ===============  ==============
</TABLE>

<TABLE>
<CAPTION>

                                                         2001 Quarters Ended
                               ---------------------------------------------------------------

                                       Mar 31           Jun 30          Sep 30          Dec 31
                               --------------  --------------- ---------------  --------------
Income statement data:
<S>                            <C>             <C>             <C>              <C>
   Net sales                   $      360,101  $       843,141 $     1,215,240  $    1,606,482
   Gross profit                       213,009          520,039         711,423       1,013,497
   Income (loss) from
     operations before
     depreciation & amortization     (106,078)         (87,402)       (138,268)         81,163
   Loss from operations              (136,361)        (149,022)       (229,735)        (40,569)
Other income                          (37,918)         (43,078)        (81,724)       (126,443)
                               --------------  --------------- ---------------  --------------
Loss before taxes                    (174,278)        (192,100)       (311,460)       (167,012)
Income tax (provision) benefit            (50)            (100)           (150)           (200)
                               --------------  --------------- ---------------  --------------
Net Income (Loss)              $     (174,328) $      (192,200)$      (311,610) $     (167,212)
                               ==============  =============== ===============  ==============

</TABLE>

NOTE 10 - BUSINESS CONDITION

     The Company  has  incurred a net loss from  operations  for the years ended
December 31, 2001 and 2000 of $40,569 and $896,170 respectively, and the Company
provided cash of $1,323 from  operating  activities  for the year ended December
31, 2001, and the Company used $445,414 of cash in operating  activities for the
year ended December 31, 2000. As of December 31, 2001, the Company had a working

                                     F - 13

<PAGE>


                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001, AND 2000
                                   (Continued)

NOTE 10 - BUSINESS CONDITION (continued)

capital deficit of $2,223,584. The Company's operations in the United States are
currently providing positive cash flows.  Management plans to open at least four
new restaurants during 2002. The Company needs to obtain additional financing to
fund payment of obligations and to provide working capital for operations and to
finance future growth.  The Company is actively pursuing  alternative  financing
and has had discussions with various third parties, although no firm commitments
have been obtained.  In the interim,  shareholders of the Company have committed
to meeting its  operating  expenses.  Management  believes  these  efforts  will
generate  sufficient  cash flows from  future  operations  to pay the  Company's
obligations  and  realize  other  assets.  There  is no  assurance  any of these
transactions will occur.





















                                     F - 14

<PAGE>