UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
              [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended: June 30, 2003
                                                ----------------

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

                        For the transition period from to

                         Commission file number 33-20111

                                Eat at Joe's Ltd.
        (Exact name of small business issuer as specified in its charter)


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

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

                                 (914) 725-2700
                            Issuer's telephone number

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practical date: June 30, 2003 45,048,299


         Transitional Small Business Disclosure Format (check one).
Yes      ;  No   X
    ----       ----



<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                         INDEPENDENT ACCOUNTANT'S REPORT

Board of Directors and Stockholders
Eat at Joe's, Ltd.

         We have reviewed the accompanying consolidated balance sheets of Eat at
Joe's,  Ltd. and subsidiaries (a Delaware  corporation) as of June 30, 2003, and
the related statements of operations for the three and six months ended June 30,
2003 and 2002 and cash  flows for the six months  ended June 30,  2003 and 2002.
These financial statements are the responsibility of the Company's management.

         We conducted our review in accordance with standards established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.

         Based on our  review,  we are not aware of any  material  modifications
that should be made to the accompanying  financial  statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.

         We have  previously  audited,  in accordance  with  auditing  standards
generally  accepted in the United States of America,  the  consolidated  balance
sheet of Eat at Joe's,  Ltd. and  subsidiaries  as of December 31, 2002, and the
related statements of operations,  cash flows, and stockholders'  equity for the
year then ended (not presented herein);  and in our report dated March 25, 2003,
we expressed an unqualified opinion on those consolidated  financial statements.
In our  opinion,  the  information  set forth in the  accompanying  consolidated
balance  sheet as of  December  31,  2002,  is fairly  stated,  in all  material
respects, in relation to the balance sheet from which it has been derived.

                                                  Respectfully submitted

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

Salt Lake City, Utah
August 1, 2003


<PAGE>



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



                                                                                  June 30,          December 31,
                                                                                    2003                2002
                                                                             ------------------  ------------------
ASSETS

Current Assets:

<S>                                                                          <C>                 <C>
Cash and cash equivalents                                                    $           58,667  $           70,607
Receivables                                                                               6,756               6,539
Inventory                                                                                 7,500               7,500
Prepaid expense                                                                          11,302              10,668
Marketable Securities                                                                         -               4,872
                                                                             ------------------  ------------------

     Total Current Assets                                                                84,225             100,186
                                                                             ------------------  ------------------

Property and equipment:

Equipment                                                                                98,740              98,740
Furniture & Fixtures                                                                      3,964               3,964
Leasehold improvements                                                                  376,165             376,165
                                                                             ------------------  ------------------
                                                                                        478,869             478,869
Less accumulated depreciation                                                          (309,545)           (279,815)
                                                                             ------------------  ------------------

     Total Property & Equipment                                                         169,324             199,054
                                                                             ------------------  ------------------

Other Assets:

Intangible and other assets net of amortization
  of $83,077 and $75,335, respectively                                                   71,760              79,502
                                                                             ------------------  ------------------

     Total Assets                                                            $          325,309  $          378,742
                                                                             ==================  ==================
</TABLE>


<PAGE>

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

                                                                                  June 30,          December 31,
                                                                                    2003                2002
                                                                             ------------------  ------------------
LIABILITIES
Current Liabilities:
<S>                                                                          <C>                 <C>
Accounts payable and accrued liabilities                                     $          207,330  $          216,808
Short-term notes payable                                                                284,168             292,536
Shareholders loans                                                                    1,795,266           1,759,266
                                                                             ------------------  ------------------

     Total Current Liabilities                                                        2,286,764           2,268,610
                                                                             ------------------  ------------------

Convertible Debentures, Net of Issue Costs                                            1,668,234           1,596,916
                                                                             ------------------  ------------------

     Total Liabilities                                                                3,954,998           3,865,526
                                                                             ------------------  ------------------

STOCKHOLDERS EQUITY
Preferred stock - $0.0001 par value.  10,000,000 shares
   Authorized; -0- shares issued and outstanding
   at June 30, 2003 and December 31, 2002                                                     -                   -
Common Stock - $0.0001 par value.  50,000,000 shares
   Authorized.45,048,299 issued and outstanding
   at June 30, 2003 and December 31, 2002                                                 4,505               4,505
Additional paid-in capital                                                            9,939,066           9,939,066
Cumulative Unrealized Gains & Losses                                                          -              (5,360)
Retained deficit                                                                    (13,573,260)        (13,424,995)
                                                                             ------------------  ------------------

     Total Stockholders' Equity                                                      (3,629,689)         (3,486,784)
                                                                             ------------------  ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   $          325,309  $          378,742
                                                                             ==================  ==================
</TABLE>








                 See accompanying notes and accountants' report.


<PAGE>

                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>



                                                    For the three months ended              For the six months ended
                                                             June 30,                               June 30,
                                                     2003                2002                2003               2002
                                               -----------------  ------------------  ------------------  -----------------

<S>                                            <C>                <C>                 <C>                 <C>
Revenues                                       $         308,935  $          293,159  $          608,835  $         694,444
Cost of Revenues                                         102,122              96,772             207,294            259,915
                                               -----------------  ------------------  ------------------  -----------------
Gross Margin                                             206,813             196,387             401,541            434,529

Expenses

   Labor and Related Expenses                             70,907              64,566             142,311            146,707
   Rent                                                   59,618              28,733             106,670             68,176
   Other General and Administrative                       88,303             102,975             186,837            212,974
                                               -----------------  ------------------  ------------------  -----------------
Income (Loss) Before Depreciation                        (12,015)                113             (34,277)             6,672
   Depreciation and Amortization                          18,735              19,420              37,471             50,103
                                               -----------------  ------------------  ------------------  -----------------

Net Loss from Continuing Operations                      (30,750)            (19,307)           (71,748)            (43,431)
                                               -----------------  ------------------  ------------------  -----------------

Other Income (Expense)

   Disposition of Assets                                       -            (154,434)                  -           (154,434)
   Other Income (Expense), Net                           (38,421)            (33,553)            (76,517)           (95,411)
                                               -----------------  ------------------  ------------------  -----------------

Net Loss Before Income Taxes                             (69,171)           (207,294)           (148,265)          (293,276)
Income Tax Expense (Benefit)                                   -                  50                   -                100
                                               -----------------  ------------------  ------------------  -----------------

Net Loss To Common Stockholders                $         (69,171) $         (207,344) $         (148,265) $        (293,376)
                                               =================  ==================  ==================  =================

Loss Per Common Share                          $          0.00    $           0.00    $           0.00    $        (0.01)
                                               =================  ==================  ==================  =================

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






                 See accompanying notes and accountants' report.


<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                    For the six months ended
                                                                                            June 30,
                                                                                    2003                2002
                                                                             ------------------  ------------------
Cash Flows From Operating Activities
<S>                                                                          <C>                 <C>
   Net loss for the period                                                   $         (148,265) $         (293,376)
Adjustments to reconcile net loss to net cash
   Provided by operating activities
     Depreciation and amortization                                                       37,471              50,103
     Write Down of Assets                                                                     -             137,366
     Loss on sale of marketable securities                                                3,588                   -
     Currency translation adjustment                                                          -             (11,452)
     Decrease (Increase) in receivables                                                    (215)                  -
     Decrease (Increase) in inventory                                                         -                   6
     Decrease (Increase) in prepaid expense                                                (635)                110
     Increase in accounts payable and accrued liabilities                                62,472              48,921
                                                                             ------------------  ------------------
Net Cash Provided by (Used in) Operating Activities                                     (45,584)            (68,322)
                                                                             ------------------  ------------------

Cash Flows From Investing Activities

   Proceeds from sale of marketable securities                                            6,644                   -
   Purchase of property and equipment                                                         -              (5,357)
                                                                             ------------------  ------------------
Net Cash Provided by Investing Activities                                                 6,644              (5,357)
                                                                             ------------------  ------------------

Cash Flows From Financing Activities

   Advances from majority stockholders                                                   36,000              84,673
   Repayment of notes payable                                                            (9,000)             (2,492)
   Proceeds from short-term notes payable                                                     -                 299
                                                                             ------------------  ------------------

Net Cash Provided by Financing Activities                                                27,000              82,480
                                                                             ------------------  ------------------

Increase (Decrease) in Cash                                                             (11,940)              8,801
Cash at beginning of period                                                              70,607              62,176
                                                                             ------------------  ------------------

Cash at End of Period                                                        $           58,667  $           70,977
                                                                             ==================  ==================


Supplemental Disclosure of Interest and Income Taxes Paid

   Interest paid during the period                                           $                -  $                -
                                                                             ==================  ==================
   Income taxes paid during the period                                       $              530                   -
                                                                             ==================  ==================
</TABLE>
Supplemental Disclosure of Non-cash Investing
 and Financing Activities:     None

                 See accompanying notes and accountants' report.


<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002


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.

         The  unaudited  financial  statements  as of June 30,  2003 and for the
three and six months  then ended  reflect,  in the  opinion of  management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
fairly state the financial  position and results of operations for the three and
six months. Operating results for interim periods are not necessarily indicative
of the results which can be expected for full years.

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 has 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. Cherry Hill, Inc., E.A.J. Shoppes, 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.


<PAGE>


                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (Continued)


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

Principles of Consolidation

         The consolidated  financial  statements  include the accounts of Eat At
Joe's,  LTD. And its  wholly-owned  subsidiaries,  E.A.J.  Hold,  Inc., a Nevada
corporation  ("Hold"),  E.A.J.  PHL Airport,  Inc., a Pennsylvania  corporation,
E.A.J.  Shoppes,  Inc.,  a  Nevada  corporation,  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.

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.


<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (Continued)


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

Depreciation

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

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

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

Amortization

         Intangible assets are amortized over useful life of 10 years.

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

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.


<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (Continued)


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

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.

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.

Earnings (Loss) Per Share

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

         Diluted  net  income  per  common  share  was  calculated  based  on an
increased number of shares that would be outstanding  assuming that the warrants
are  converted  to  common  shares.  The  effect  of  outstanding  common  stock
equivalents are  anti-dilutive  for three and six months ended June 30, 2003 and
2002 and are thus not considered..

Reclassifications

         Certain   reclassifications  have  been  made  in  the  2002  financial
statements to conform with the 2003 presentation.


<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (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>
                                                                                June 30, 2003
                                                          ---------------------------------------------------------
                                                                Gross              Gross
                                                             Unrealized          Unrealized             Fair
                                                                Gain                Loss               Value
                                                          -----------------  ------------------  ------------------
<S>                                                       <C>                <C>                 <C>
Available-for-sale securities                             $               -  $                -  $                -
                                                          =================  ==================  ==================


                                                                              December 31, 2002

                                                          ---------------------------------------------------------
                                                                Gross              Gross
                                                             Unrealized          Unrealized             Fair
                                                                Gain                Loss               Value
                                                          -----------------  ------------------  ------------------
Available-for-sale securities                             $               -  $            5,360  $            4,872
                                                          =================  ==================  ==================
</TABLE>

         Realized  gains and  losses  are  determined  on the basis of  specific
identification.  During the three  months  ended June 30,  2003 and 2002,  sales
proceeds  and gross  realized  gains  and  losses on  securities  classified  as
available-for-sale securities were:
<TABLE>
<CAPTION>
                                                                                   For the Three Months Ended
                                                                                            June 30,
                                                                                    2003                2002
                                                                             ------------------  ------------------
<S>                                                                          <C>                 <C>
Sale Proceeds                                                                $            6,644  $                -
                                                                             ==================  ==================

Gross Realized Losses                                                        $            3,588  $                -
                                                                             ==================  ==================

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



<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (Continued)


NOTE 2 - SHORT-TERM NOTES PAYABLE

         Short-Term Notes Payable consist of loans from unrelated entities as of
June 30, 2003 and  December  31,  2002.  The notes are payable one year from the
date of issuance together with interest at 6.50% A.P.R.

NOTE 3 - INCOME TAXES

         As  of  December  31,  2002,  the  Company  had a  net  operating  loss
carryforward for income tax reporting purposes of approximately $12,000,000 that
may be offset against future taxable income through 2022. Current tax laws limit
the amount of loss  available to be offset  against future taxable income when a
substantial  change in  ownership  occurs.  Therefore,  the amount  available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the  carryforwards  will expire  unused.  Accordingly,  the potential tax
benefits of the loss  carryforwards  are offset by a valuation  allowance of the
same amount.

NOTE 4 - RELATED PARTY TRANSACTIONS

         During  2003  and  2002,  officers  of the  Company,  and/or  companies
controlled by the officers paid expenses and made advances to the Company. As of
June 30, 2003 and December 31, 2002,  $1,795,266  and $1,759,266 in advances was
due to these officers.

NOTE 5 - PURCHASE OF SUBSIDIARIES

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

NOTE 6 - RESTAURANT CLOSURES

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


<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (Continued)


NOTE 7 - RENT AND LEASE EXPENSE

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

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

     Year Ended December 31,                                  Real Property

---------------------------------                           -----------------
         2002                                               $         121,525
         2003                                                         121,525
         2004                                                         121,525
         2005                                                         121,525
         2006                                                         121,525
                                                            -----------------

         Total minimum future lease payments                $         607,625
                                                            =================

         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.

NOTE 8 - WARRANTS & OPTIONS

         The following table sets forth the options and warrants  outstanding as
of June 30, 2003 and December 31, 2002.
<TABLE>
<CAPTION>
                                                                                  June 30,          December 31,
                                                                                    2003                2002
                                                                             ------------------  ------------------
<S>                                                                          <C>                 <C>
Options & warrants outstanding, beginning of year                                       447,750             447,750

         Granted                                                                              -                   -
         Expired                                                                       (317,350)                  -
         Exercised                                                                            -                   -
                                                                             ------------------  ------------------

Options & warrants outstanding, end of year                                             130,400             447,750
                                                                             ==================  ==================

Exercise price for options & warrants outstanding, end of year                 $1.01 to $1.65      $1.01 to $1.79
                                                                             ==================  ==================
</TABLE>



<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (Continued)



NOTE 9 - BUSINESS CONDITION

         The Company has incurred a net loss from  operations for the six months
ended June 30,  2003 and 2002 of $148,265  and  $293,376  respectively,  and the
Company  used cash of $45,584 in operating  activities  for the six months ended
June 30,  2003,  and used cash of $68,322 in  operating  activities  for the six
months  ended June 30,  2002.  As of June 30,  2003,  the  Company had a working
capital  deficit  of  $2,202,540.  Management  plans to open at  least  four new
restaurants  during  2003 or  2004.  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.


<PAGE>



Item 2.  Management's Discussion and Analysis or Plan of Operation.

General  - This  discussion  should  be read in  conjunction  with  Management's
Discussion and Analysis of Financial  Condition and Results of Operations in the
Company's annual report on Form 10-KSB for the year ended December 31, 2002.

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.


<PAGE>



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

Total  Revenues - For the three months ended June 30, 2003 and 2002, the Company
had total sales of $308,935 and $293,159 respectively.  For the six months ended
June 30, 2003 and 2002,  the Company  had total sales of $608,835  and  $694,444
respectively.

Costs and  Expenses - For the three  months  ended June 30,  2003 and 2002,  the
Company had a net loss of $69,171 and $207,344 respectively.  For the six months
ended  June 30,  2003 and  2002,  the  Company  had a net loss of  $148,265  and
$293,376 respectively. The net loss for 2003 and 2002 is largely attributable to
additional  expenses  incurred as the Company  increases its Corporate  overhead
structure  for the  development  of  additional  locations.  Given the change in
number of restaurants during 2003 and 2002, any discussion of operating expenses
as a percentage of sales would not be meaningful and might be misleading.

LIQUIDITY AND CAPITAL RESOURCES

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

         Since the  Company's  re-activation  in January,  1997,  the  Company's
principal  capital  requirements have been the funding of (i) the development of
the Company and its 1950's diner style  concept,  (ii) the  construction  of its
existing  units and the  acquisition  of the  furniture,  fixtures and equipment
therein and (iii) towards the development of additional  units.  During 2002 the
company paid approximately $5,300 for property and equipment.

         During 2003 and 2002, the Company has raised approximately  $36,000 and
$85,000   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 six  months  ended June 30,  2003,  operating  activities  used
approximately  $46,000 in cash flow, and for the six months ended June 30, 2002,
operating activities used approximately $68,000 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


<PAGE>



Company's  operations  are also  subject to Federal and State  minimum wage laws
governing such matters as working conditions, overtime and tip credits.

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

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

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

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


<PAGE>



Item 3.  Controls and Procedures

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

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

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

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

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities

         None.

Item 3.  Defaults Upon Senior Securities

         None.

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

         None

Item 5.  Other Information

         None.


<PAGE>



Item 6.  Exhibits and Reports on Form 8-K

         Exhibits

                  The following exhibits are included as part of this report:

Exhibit

Number            Title of Document

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.


        The Company did not file a report on Form 8-K during 1st quarter 2003.


<PAGE>



                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                EAT AT JOE'S LTD.
                                  (Registrant)






DATE:     August 8, 2003       By:    /s/ Joseph Fiore
       ----------------------     ----------------------------------------------
                                  Joseph Fiore

                                  C.E.O., C.F.O., Chairman, Secretary, Director
                                 (Principal Executive & Accounting Officer)