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:  September 30, 2001
                                                    ---------------------

                    [ ] 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: September 30, 2001 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



Eat at Joe's, Ltd.


        We have reviewed the accompanying  balance sheets of Eat at Joe's,  Ltd.
as of September  30, 2001 and December 31, 2000,  and the related  statements of
operations for the three and nine months ended  September 30, 2001 and 2000, and
cash  flows  for the nine  months  ended  September  30,  2001 and  2000.  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 generally accepted accounting principles.

                                                   Respectfully submitted



                                                   /S/ ROBISON, HILL & CO.
                                                   Certified Public Accountants

Salt Lake City, Utah
November 8, 2001

<PAGE>

                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                September 30,    December 31,
                                                                    2001             2000
                                                               ---------------  --------------
ASSETS
Current Assets:
<S>                                                            <C>              <C>
Cash and cash equivalents                                      $        39,650  $       14,670
Receivables                                                                  -           3,411
Inventory                                                               19,216          19,832
Prepaid expense                                                         29,097          13,217
                                                               ---------------  --------------

     Total Current Assets                                               87,963          51,130
                                                               ---------------  --------------

Property and equipment:
Equipment                                                              117,826         163,024
Furniture & Fixtures                                                     3,964           5,454
Leasehold improvements                                                 568,143         629,100
                                                               ---------------  --------------
                                                                       689,933         797,578
Less accumulated depreciation                                         (252,071)       (196,945)
                                                               ---------------  --------------

                                                                       437,862         600,633
                                                               ---------------  --------------

Other Assets:
Investments                                                            100,000         100,000
Intangible and other assets net of amortization
  of $55,980 and $44,367, respectively                                  98,857         110,470
                                                               ---------------  --------------

     Total Assets                                              $       724,682  $      862,233
                                                               ===============  ==============
</TABLE>






<PAGE>

                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Continued)
<TABLE>
<CAPTION>
                                                                September 30,    December 31,
                                                                    2001             2000
                                                               ---------------  --------------
LIABILITIES
Current Liabilities:
<S>                                                            <C>              <C>
Accounts payable and accrued liabilities                       $       498,192  $      462,430
Short-term notes payable                                               530,180         518,302
Shareholders loans                                                   1,500,553       1,373,022
                                                               ---------------  --------------

     Total Current Liabilities                                       2,528,925       2,353,754
                                                               ---------------  --------------

Convertible Debentures, Net of Issue Costs                           1,430,578       1,338,448
                                                               ---------------  --------------

     Total Liabilities                                               3,959,503       3,692,202
                                                               ---------------  --------------

STOCKHOLDERS EQUITY
Preferred stock - $0.0001 par value.  10,000,000 shares
   authorized; -0- shares issued and outstanding at September 30,
   2001 and December 31, 2000                                                -               -
Common Stock - $0.0001 par value.  50,000,000 shares
   authorized, 45,048,299 and 44,894,967 issued and
    outstanding at September 30, 2001 and December 31, 2000              4,505           4,490
Additional paid-in capital                                           9,927,476       9,919,824
Cumulative Translation Adjustment                                       19,496         120,405
Retained deficit                                                   (13,186,298)    (12,874,688)
                                                               ---------------  --------------

     Total Stockholders' Equity                                     (3,234,821)     (2,829,969)
                                                               ---------------  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $       724,682  $      862,233
                                                               ===============  ==============
</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 nine months ended
                                                                            September 30,                   September 30,
                                                                   ------------------------------- -------------------------------
                                                                        2001            2000            2001             2000
                                                                   --------------  --------------- ---------------  --------------

<S>                                                                <C>             <C>             <C>              <C>
Revenues                                                           $      372,099  $       543,864 $     1,215,240  $    1,540,041
Cost of Revenues                                                          180,714          242,232         503,816         606,453
                                                                   --------------  --------------- ---------------  --------------
Gross Margin                                                              191,385          301,632         711,424         933,588

Expenses
   Labor and Related Expenses                                             106,111          161,102         292,549         552,737
   Rent                                                                    34,957           62,273         155,211         160,615
   Other General and Administrative                                       101,182          216,352         401,931         598,378
                                                                   --------------  --------------- ---------------  --------------
Income (Loss) Before Depreciation and Amortization                        (50,865)        (138,095)       (138,267)       (378,142)
   Depreciation and Amortization                                           29,847           27,484          91,468         229,286
                                                                   --------------  --------------- ---------------  --------------

Net Loss from Continuing Operations                                       (80,712)        (165,579)       (229,735)       (607,428)
                                                                   --------------  --------------- ---------------  --------------

Other Income (Expense), Net                                               (38,647)      (1,744,827)        (81,725)     (1,810,043)
                                                                   --------------  --------------- ---------------  --------------

Net Loss Before Income Taxes                                             (119,359)      (1,910,406)       (311,460)     (2,417,471)
Income Tax Expense (Benefit)                                                   50              475             150           1,425
                                                                   --------------  --------------- ---------------  --------------

Net Loss To Common Stockholders                                    $     (119,409) $    (1,910,881)$      (311,610) $   (2,418,896)
                                                                   ==============  =============== ===============  ==============

Basic and Diluted Loss Per Common Share                            $       0.00    $         (0.04)$        (0.01)  $     (0.06)
                                                                   ==============  =============== ===============  ==============

Weighted Average Number of Common Shares                               45,048,299       44,026,562      45,002,130      42,852,783
                                                                   ==============  =============== ===============  ==============
</TABLE>


                       See accompanying notes and accountants' report.
<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                  For the nine months ended
                                                                        September 30,
                                                               -------------------------------
                                                                    2001             2000
                                                               ---------------  --------------
Cash Flows From Operating Activities
<S>                                                            <C>              <C>
   Net loss for the period                                     $      (311,610) $   (2,418,896)
Adjustments to reconcile net loss to net cash
   Provided by operating activities
     Depreciation and Amortization                                      91,468         229,286
     Write Down of Assets                                               87,352       1,704,809
     Currency Translation Adjustment                                  (100,909)              -
     Stock issued for services and expenses                              7,667         238,567
     Decrease (Increase) in Receivables                                  3,411           8,407
     Decrease (Increase) in inventory                                      615          15,188
     Decrease (Increase) in prepaid expense                            (15,879)         64,514
     Increase in accounts payable and accrued liabilities              176,681        (157,922)
                                                               ---------------  --------------
Net Cash Provided by (Used in) Operating Activities                    (61,204)       (316,047)
                                                               ---------------  --------------

Cash Flows From Investing Activities
   Purchase of property and equipment                                   (4,435)       (177,934)
                                                               ---------------  --------------
Net Cash Provided by Investing Activities                               (4,435)       (177,934)
                                                               ---------------  --------------

Cash Flows From Financing Activities
   Advances from majority stockholders                                  90,240         350,650
   Repayment of long-term notes payable                                (22,581)              -
   Proceeds from short-term notes payable                               22,960         161,876
                                                               ---------------  --------------

Net Cash Provided by Financing Activities                               90,619         512,526
                                                               ---------------  --------------

Increase (Decrease) in Cash                                             24,980          18,545
Cash at beginning of period                                             14,670               -
                                                               ---------------  --------------

Cash at End of Period                                          $        39,650  $       18,545
                                                               ===============  ==============


Supplemental Disclosure of Interest and Income Taxes Paid
   Interest paid during the period                             $             -  $            -
                                                               ===============  ==============
   Income taxes paid during the period                         $         2,720  $          700
                                                               ===============  ==============

Supplemental Disclosure of Non-cash Investing
 and Financing Activities:
Debt Converted To Equity                                                     -         125,000
</TABLE>

                       See accompanying notes and accountants' report.

<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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.

        The unaudited financial  statements as of September 30, 2001 and for the
three and nine 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
nine  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  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. 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 NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (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,  Eat At Joe's,  LTD, a New Jersey
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 NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (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 NINE MONTHS ENDED SEPTEMBER 30, 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:


                                                                    Per Share
                                     Income          Shares          Amount
                                 --------------  --------------  ---------------
                                   (Numerator)    (Denominator)

                                  For the three months ended September 30, 2001
                                 -----------------------------------------------
Basic EPS
Net Loss to common
 shareholders                    $     (119,409)     45,048,299  $             -
                                 ==============  ==============  ===============

                                  For the three months ended September 30, 2000
                                 -----------------------------------------------
Basic EPS
Net Loss to common
 shareholders                    $   (1,910,881)     44,026,562  $        (0.04)
                                 ==============  ==============  ===============

                                  For the nine months ended September 30, 2001
                                 -----------------------------------------------
Basic EPS
Net Loss to common
 shareholders                    $     (311,610)     45,002,130  $        (0.01)
                                 ==============  ==============  ===============

                                  For the nine months ended September 30, 2000
                                 -----------------------------------------------
Basic EPS
Net Loss to common
 shareholders                    $   (2,418,896)     42,852,783  $        (0.06)
                                 ==============  ==============  ===============

<PAGE>

                              EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (Continued)


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

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.

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
September  30, 2001 and December  31, 2000.  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, 2000,  the Company had a net  operating  loss ("NOL")
carry forward for income tax  reporting  purposes of  approximately  $11,510,000
available to offset future taxable income. This net operating loss carry forward
expires at various dates between December 31, 2003 and 2021. A loss generated in
a particular year will expire for federal tax purposes if not utilized within 20
years.  Additionally,  the Internal Revenue Code contains provisions which could
reduce  or limit the  availability  and  utilization  of these  NOLs if  certain
ownership  changes have taken place or will take place.  In accordance with SFAS
No. 109, a valuation  allowance is provided when it is more likely than not that
all or some portion of the  deferred tax asset will not be realized.  Due to the
uncertainty  with respect to the ultimate  realization  of the NOLs, the Company
established a valuation  allowance for the entire net deferred  income tax asset
of $3,787,000  as of December 31, 2000.  Also  consistent  with SFAS No. 109, an
allocation  of the  income  (provision)  benefit  has been made to the loss from
continuing operations.

<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                                   (Continued)

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
---------------------------                      --------------  ---------------
        2001                                     $      269,808  $             -
        2002                                            269,808                -
        2003                                            269,808                -
        2004                                            269,808                -
        2005                                            269,808                -
                                                 --------------  ---------------

        Total minimum future 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.

NOTE 6 - RELATED PARTY TRANSACTIONS

        During the nine months ended  September  30, 2001 and the years 2000 and
1999, an officer,  Joseph Fiore, CEO of the Company, and/or companies controlled
by the officer paid expenses and made  advances to the Company.  As of September
30, 2001, $1,500,553 in advances was due to Mr. Fiore.

NOTE 7 - 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.

<PAGE>

                              EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (Continued)


NOTE 8 - CONVERTIBLE PREFERRED STOCK, DEBENTURES, WARRANTS & OPTIONS

        The following  table sets forth the options and warrants  outstanding as
of September 30, 2001 and December 31, 2000.
<TABLE>
<CAPTION>
                                                                September 30,    December 31,
                                                                    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 period                                                  $0.50 to $1.79   $0.50 to $1.79
                                                               ===============  ==============
</TABLE>


<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, 2000.

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 were opened,  during May 1998, and three restaurants were opened
during third quarter 1998 (1 per month) and one  restaurant was opened and began
operations  during  October  1998.  During March 1999 the Company  purchased and
began  operating three  restaurants in Ontario  Canada.  During second and third
quarter of 1999, four U.S.  restaurants and two Canadian restaurants were closed
and substantially all assets and leasehold improvements abandoned.  During 2000,
the Company opened two new restaurants in Ontario, Canada. Also during 2000, the
Company  closed  three  U.S.   restaurants  and  one  Canadian   restaurant  and
substantially all assets and leasehold improvements were abandoned.

        After its review of over one year of  operating  revenues  from the U.S.
units,  management  decided to cease  operations and cut any negative cash drain
from these units. Also, in contemplating acquisitions, there would be an overlap
of use clauses in every center where these units were located.  When  management
carefully  reviewed the Canada locations,  although  high-profile,  the economic
costs of occupancy  made  continuing  operations  unfeasible  without  expending
additional  capital of which  management  felt would be utilized more  prudently
within existing  already  cash-flow  positive units.  Management  believes these
closings will strengthen cash flows position after the initial close down costs.

        During the nine months  ended  September  30, 2001 the company  operated
three  restaurants.  During the nine months ended September 30, 2000 the Company
operated five restaurants.

Total  Revenues - For the three months ended  September  30, 2001 and 2000,  the
Company had total sales of approximately $372,000 and $544,000 respectively. For
the nine months ended  September 30, 2001 and 2000,  the Company had total sales
of approximately $1,215,000 and $1,540,000 respectively.

Costs and Expenses - For the three months ended September 30, 2001 and 2000, the
Company had a net loss from  operations  of  approximately  $81,000 and $166,000
respectively. For the nine months ended September 30, 2001 and 2000, the Company
had  a  net  loss  from  operations  of  approximately   $230,000  and  $607,000
respectively.

Other Income (Expense),  Net - For the three months ended September 30, 2001 and
2000 the Company  reported  net other  expenses  in the amount of  approximately
$39,000 and $1,745,000. For the nine months ended September 30 2001 and 2000 the
Company reported net other expenses in the amount of  approximately  $82,000 and
$1,810,000.  These expenses  primarily  represent accrued interest on short term
notes, writedowns of property,  plant and equipment,  and foreign currency gains
and losses.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

        For the nine months ended  September 30, 2001 and 2000, the Company used
approximately $61,000 and $316,000 in cash flow from operating activities.

        During the nine  months  ended  September  30, 2001 and 2000 the Company
borrowed  approximately  $91,000 and  $513,000,  respectively  from  shareholder
advances and short-term notes.

        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.


                           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.

Item 6.  Exhibits and Reports on Form 8-K

        The  Company  did not file a report on Form 8-K during  the 3rd  quarter
2001.

<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:     November 12, 2001           By:    /s/ Joseph Fiore
       -------------------------          -------------------------------------
                                          Joseph Fiore
                                          C.E.O., Chairman, Secretary, Director



DATE:     November 12, 2001           By:    /s/ Gary Usling
       -------------------------          -------------------------------------
                                          Gary Usling
                                          C.F.O., Director