UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10-Q


(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,
2008





or





[  ]   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 registrant as specified in its
charter)





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





670 White Plains Road, Suite
120, Scarsdale, New York, 10583


(Address
of principal executive offices)





(914)
725-2700


(Registrant's
telephone number)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


☐ Yes ☐ No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer ☐
            Accelerated
      filer ☐Non-accelerated
      filer ☐
              (Do
      not check if a smaller reporting company)
            Smaller
      reporting company √





Indicate
      by check mark whether the  registrant is a shell company (as
      defined by Rule 12b-2 of the Exchange Act). Yes [  ] No [ X
      ]





APPLICABLE
ONLY TO CORPORATE ISSUERS





As of
June 30, 2008, there were 106,577,710 shares of the Registrant's common stock,
par value $0.0001, issued, and 20,000 shares of Series E Convertible preferred
stock (convertible to 10,000,000 common shares), par value
$0.0001.


1





PART
I - FINANCIAL INFORMATION





Item
1.  Financial Statements





EAT AT
JOE’S LTD., AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS











(Unaudited)June
      30
            
            
            December
      31,2008
            
            
            2007ASSETSCurrent
      Assets:Cash
      and cash equivalents
            
            $
            1,351,299
            
            
            $
            1,543,465Receivables
            
            
            7,042
            
            
            
            5,058Inventory
            
            
            6,900
            
            
            
            6,900Prepaid
      expense
            
            
            16,205
            
            
            
            519Marketable
      Securities
            
            
            121,227
            
            
            
            194,615Total
      Current Assets
            
            
            1,502,673
            
            
            
            1,750,557Property
      and equipment:Equipment
            
            
            118,503
            
            
            
            118,503Furniture
      & Fixtures
            
            
            3,964
            
            
            
            3,964Leasehold
      improvements
            
            
            381,133
            
            
            
            381,133503,600
            
            
            
            503,600Less
      accumulated depreciation
            
            
            (489,884
            )
            
            
            (488,796
            )Total
      Property & Equipment
            
            
            13,716
            
            
            
            14,804Other
      Assets:Intangible
      and other assets net ofamortization
      of $154,837 and $152,754for
      2008 and 2007, respectively
            
            
            -
            
            
            
            2,083Total
      Other Assets
            
            
            -
            
            
            
            2,083TOTAL
      ASSETS
            
            $
            1,516,389
            
            
            $
            1,767,444





2


EAT AT
JOE’S LTD., AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS


(Continued)











(Unaudited)June
      30
            
            
            December
      31,2008
            
            
            2007LIABILITIESCurrent
      Liabilities:Accounts
      payable and accrued liabilities
            
            $
            179,867
            
            
            $
            191,499Related
      party accounts payable
            
            
            8,784
            
            
            
            100,314Short-term
      notes payable
            
            
            172,870
            
            
            
            172,870Related
      Party Notes Payable
            
            
            2,358,096
            
            
            
            2,327,577Convertible
      Debentures
            
            
            2,043,702
            
            
            
            2,043,702Total
      Current Liabilities
            
            
            4,763,319
            
            
            
            4,835,962STOCKHOLDERS
      EQUITYPreferred
      stock - $0.0001 par value.10,000,000
      shares authorized;20,000
      Series E shares issued and outstanding
            
            
            2
            
            
            
            2Common
      Stock - $0.0001 par value.250,000,000
      shares authorized;106,577,710
      and 90,577,710 issued and outstandingJune
      30, 2008 and December 31, 2007.
            
            
            10,658
            
            
            
            9,058Additional
      paid-in capital
            
            
            13,240,515
            
            
            
            13,034,115Unrealized
      Losses on available-for-sale securities
            
            
            (144,145
            )
            
            
            (503,633
            )Retained
      deficit
            
            
            (16,353,960
            )
            
            
            (15,608,060
            )Total
      Stockholders’ Equity
            
            
            (3,246,930
            )
            
            
            (3,068,518
            )TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            1,516,389
            
            
            $
            1,767,444





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


3


EAT AT
JOE’S LTD., AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF OPERATIONS


(Unaudited)











For
      the three months ended
            
            
            For
      the six months endedJune
      30,
            
            
            June
      30,2008
            
            
            2007
            
            
            2008
            
            
            2007Revenues
            
            $
            426,125
            
            
            $
            379,804
            
            
            $
            779,752
            
            
            $
            723,412Cost
      of Revenues
            
            
            166,876
            
            
            
            165,217
            
            
            
            304,683
            
            
            
            313,417Gross
      Margin
            
            
            259,249
            
            
            
            214,587
            
            
            
            475,069
            
            
            
            409,995ExpensesLabor
      and Related Expenses
            
            
            109,327
            
            
            
            110,073
            
            
            
            217,388
            
            
            
            213,810Rent
            
            
            46,736
            
            
            
            60,873
            
            
            
            95,505
            
            
            
            105,615Depreciation
      and Amortization
            
            
            544
            
            
            
            14,049
            
            
            
            3,171
            
            
            
            27,757Other
      General and Administrative
            
            
            121,861
            
            
            
            112,732
            
            
            
            393,198
            
            
            
            177,423Total
      Operating Expenses
            
            
            278,468
            
            
            
            297,727
            
            
            
            709,262
            
            
            
            524,605Net
      Income (Loss) from ContinuingOperations
            
            
            (19,219
            )
            
            
            (83,140
            )
            
            
            (234,193
            )
            
            
            (114,610
            )Other
      Income (Expense)Interest
      income
            
            
            4,270
            
            
            
            9,051
            
            
            
            12,887
            
            
            
            17,306Dividend
      income
            
            
            907
            
            
            
            166
            
            
            
            1,486
            
            
            
            245Interest
      expense
            
            
            (29,264
            )
            
            
            (14,886
            )
            
            
            (55,801
            )
            
            
            (27,752
            )Gain
      (Loss) on sale of MarketableSecurities
            
            
            (207,572
            )
            
            
            62,379
            
            
            
            (470,279
            )
            
            
            94,472Net
      Other Income (Expense)
            
            
            (231,659
            )
            
            
            56,710
            
            
            
            (511,707
            )
            
            
            84,271Net
      Loss Before Income Taxes
            
            $
            (250,878
            )
            
            $
            (26,430
            )
            
            $
            (745,900
            )
            
            $
            (30,339
            )Income
      Tax (Expense) Benefit
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Net
      Loss
            
            $
            (250,878
            )
            
            $
            (26,430
            )
            
            $
            (745,900
            )
            
            $
            (30,339
            )Basic
      Loss Per Common Share:
            
            $
            -
            
            
            $
            -
            
            
            $
            (0.01
            )
            
            $
            -Weighted
      Average Common Shares
            
            
            106,577,710
            
            
            
            67,813,005
            
            
            
            101,362,238
            
            
            
            56,367,766








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


4


EAT AT
JOE’S LTD. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(Unaudited)


For
      the six months endedJune
      30,2008
            
            
            2007Cash
      Flows From Operating ActivitiesNet
      gain (loss) for the period
            
            $
            (745,900
            )
            
            $
            (30,339
            )Adjustments
      to reconcile net loss to net cash
              Provided
      by operating activitiesDepreciation
      and amortization
            
            
            3,171
            
            
            
            27,757Compensation
      expense on stock issued
            
            
            208,000
            
            
            
            -(Gain)
      Loss on sale of marketable securities
            
            
            470,279
            
            
            
            (94,472
            )Decrease
      (Increase) in receivables
            
            
            (1,984
            )
            
            
            (4,029
            )Decrease
      (Increase) in prepaid expense
            
            
            (15,687
            )
            
            
            -(Decrease)
      Increase in accrued interest payable
            
            
            55,801
            
            
            
            27,752(Decrease)
      Increase in accounts payable and accrued liabilities
            
            
            (11,633
            )
            
            
            (4,914
            )Net
      Cash Used in Operating Activities
            
            
            (37,953
            )
            
            
            (78,245
            )Cash
      Flows From Investing ActivitiesPurchases
      of marketable securities
            
            
            (11,996
            )
            
            
            (207,085
            )Proceeds
      from sale of marketable securities
            
            
            365,783
            
            
            
            623,106Purchase
      of property and equipment
            
            
            -
            
            
            
            (6,517
            )Net
      Cash Provided by Investing Activities
            
            
            353,787
            
            
            
            409,504Cash
      Flows From Financing ActivitiesAdvances
      from majority stockholders
            
            
            42,000
            
            
            
            39,500Proceeds
      from related party notes payable
            
            
            -
            
            
            
            -Repayment
      of notes, advances and related party payables
            
            
            (550,000
            )
            
            
            -Net
      Cash Provided by Financing Activities
            
            
            (508,000
            )
            
            
            39,500Increase
      in Cash
            
            
            (192,166
            )
            
            
            370,759Cash
      at beginning of period
            
            
            1,543,465
            
            
            
            846,062Cash
      at End of Period
            
            $
            1,351,299
            
            
            $
            1,216,821





Supplemental
      Disclosure of Interest and Income Taxes PaidInterest
      paid during the period
            
            $
            13,398
            
            
            $
            -Income
      taxes paid during the period
            
            $
            1,525
            
            
            $
            3,079Supplemental
      Disclosure of Non-cash Investing and Financing
      Activities:Marketable
      Securities acquired through related party notes
            
            $
            407,875
            
            
            $
            210,000Common
      stock issued for compensation
            
            $
            208,000
            
            
            $
            -Marketable
      Securities acquired through related party payables
            
            $
            -
            
            
            $
            100,000Marketable
      Securities acquired through contributed capital
            
            $
            -
            
            
            $
            25,000Common
      Stock issued for related party payables
            
            $
            -
            
            
            $
            682,941





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


5


EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
SIX MONTHS ENDED JUNE 30, 2008 AND 2007





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, 2008 and for the 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





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





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





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





Basis of
Presentation





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


6


EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
SIX MONTHS ENDED JUNE 30, 2008 AND 2007


(Continued)





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(Continued)





Basis of Presentation
(continued)





The
Company has incurred a net loss for the six months ended June 30, 2008 and 2007
of $745,900 and $30,339 respectively, and as of June 30, 2008 had a working
capital deficit of $3,260,646.  These conditions raise substantial
doubt as to the Company's ability to continue as a going concern.





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





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





Nature of
Business





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





Principles of
Consolidation





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


7





EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
SIX MONTHS ENDED JUNE 30, 2008 AND 2007


(Continued)





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(Continued)





Inventories





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





Revenue
Recognition





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





Income
Taxes





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





Cash and Cash
Equivalents





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





Depreciation





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





Furniture
      & Fixtures
            5-10
      yearsEquipment
            5-
      7 yearsLeasehold
      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.


8





EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
SIX MONTHS ENDED JUNE 30, 2008 AND 2007


(Continued)





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(Continued)





Amortization





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





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





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





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


9


EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
SIX MONTHS ENDED JUNE 30, 2008 AND 2007


(Continued)





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(Continued)





Recent Accounting
Standards





In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities" ("SFAS 159"). SFAS 159 provides
companies with an option to report selected financial assets and liabilities at
fair value. The objective of SFAS 159 is to reduce both complexity in accounting
for financial instruments and the volatility in earnings caused by measuring
related assets and liabilities differently. Generally accepted accounting
principles have required different measurement attributes for different assets
and liabilities that can create artificial volatility in earnings. The FASB has
indicated it believes that SFAS 159 helps to mitigate this type of
accounting-induced volatility by enabling companies to report related assets and
liabilities at fair value, which would likely reduce the need for companies to
comply with detailed rules for hedge accounting. SFAS 159 also establishes
presentation and disclosure requirements designed to facilitate comparisons
between companies that choose different measurement attributes for similar types
of assets and liabilities.  SFAS 159 does not eliminate disclosure
requirements included in other accounting standards, including requirements for
disclosures about fair value measurements included in SFAS 157 and SFAS No. 107,
"Disclosures about Fair Value of Financial Instruments." SFAS 159 is effective
for the Company as of the beginning of fiscal year 2008. The adoption of this
pronouncement did  not have an impact on the Company's financial
position, results of operations or cash flows.





In
December 2007, the FASB issued No. 160, “Noncontrolling Interests in Financial
Statements, an amendment of ARB No. 51" (“SFAS 160").  SFAS 160 amends
ARB 51 to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a
subsidiary.  It clarifies that a noncontrolling interest in a
subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements.  This
Statement is effective for fiscal years beginning on or after December 15,
2008.  Early adoption is not permitted. Management is currently
evaluating the effects of this statement, but it is not expected to have any
impact on the Company’s financial statements.


10


EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
SIX MONTHS ENDED JUNE 30, 2008 AND 2007


(Continued)





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(Continued)





Recent Accounting
Standards





In
December 2007, the FASB  issued No. 141(R),  “Business
Combinations” (“SFAS 141(R)”.  SFAS 141(R) provides companies with
principles and requirements on how an acquirer recognizes and measures in its
financial statements the identifiable assets acquired, liabilities assumed, and
any noncontrolling interest in the acquiree as well as the recognition and
measurement of goodwill acquired in a business combination. SFAS 141(R) also
requires certain disclosures to enable users of the financial statements to
evaluate the nature and financial effects of the business combination.
Acquisition costs associated with the business combination will generally be
expensed as incurred. SFAS 141(R) is effective for business combinations
occurring in fiscal years beginning after December 15, 2008, which will require
the Company to adopt these provisions for business combinations occurring in
fiscal 2009 and thereafter. Early adoption of SFAS 141(R) is not
permitted.  Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company’s financial
statements.





In March
2008, the FASB issued No. 161, “Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133.  (“SFAS
161").  SFAS 161 requires enhanced disclosures about an entity's
derivative and hedging activities and thereby improves the transparency of
financial reporting.  This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. This Statement encourages, but does
not require, comparative disclosures for earlier periods at initial
adoption.  Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company’s financial
statements.





Earnings (Loss) Per
Share





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





Diluted
net income per common share was calculated based on an increased number of
shares that would be outstanding assuming that the preferred shares were
converted to 10,000,000 and 6,666,667 common shares as of June 30, 2008 and
2007, respectively.


11


EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
SIX MONTHS ENDED JUNE 30, 2008 AND 2007


(Continued)





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(Continued)





Pervasiveness of
Estimates





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





Concentration of Credit
Risk





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





Reclassifications





Certain
reclassifications have been made in the 2008 financial statements to conform
with the 2007 presentation.





Fair Value of Financial
Instruments





The
carrying value of the Company's financial instruments, including receivables and
accounts payable and accrued liabilities at June 30, 2008 and December 31, 2007
approximates their fair values due to the short-term nature of these financial
instruments.  The carrying values of marketable securities available
for sale are based on quoted market prices.


12


EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
SIX MONTHS ENDED JUNE 30, 2008 AND 2007


(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:





December
      31, 2007Gross
            
            
            GrossUnrealized
            
            
            Unrealized
            
            
            FairGain
            
            
            Loss
            
            
            ValueAvailable-for-sale
      securities
            
            $
            -
            
            
            $
            503,633
            
            
            $
            194,615





June
      30, 2008Gross
            
            
            GrossUnrealized
            
            
            Unrealized
            
            
            FairGain
            
            
            Loss
            
            
            ValueAvailable-for-sale
      securities
            
            $
            -
            
            
            $
            144,145
            
            
            $
            121,227





Realized
Gains and losses are determined on the basis of specific
identification.  During the six months ended June 30, 2008 and 2007,
sales proceeds and gross realized gains and losses on securities classified as
available-for-sale securities were:





For
      the Six Months EndedJune
      30,2008
            
            
            2007Sale
      Proceeds
            
            $
            365,783
            
            
            $
            623,106Gross
      Realized Losses
            
            $
            470,279
            
            
            $
            4,921Gross
      Realized Gains
            
            $
            -
            
            
            $
            99,393





13





EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
SIX MONTHS ENDED JUNE 30, 2008 AND 2007


(Continued)





NOTE 2 - SHORT-TERM NOTES
PAYABLE





Short-Term
Notes Payable consist of loans from unrelated entities as of June 30, 2008 and
December 31, 2007.  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, 2007, the Company had a net operating loss carryforward for income
tax reporting purposes of approximately $6,200,000 that may be offset against
future taxable income through 2027.  Current tax laws limit the amount
of loss available to be offset against future taxable income when a substantial
change in ownership occurs.  Therefore, the amount available to offset
future taxable income may be limited.  No tax benefit has been
reported in the financial statements, because the Company believes there is a
50% or greater chance the carryforwards will expire
unused.  Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of the same
amount.





The
Company has the following tax assets:





December
      31,
            
            
            December
      31,2007
            
            
            2006Net
      Operating Losses
            
            $
            2,108,000
            
            
            $
            2,244,024Other
            
            
            114,000
            
            
            
            107,805Valuation
      Allowance
            
            
            (2,222,000
            )
            
            
            (2,351,829
            )$
            -
            
            
            $
            -





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





December
      31,
            
            
            December
      31,2007
            
            
            2006Provision
      (Benefit) at US Statutory Rate
            
            $
            (191,974
            )
            
            $
            (158,305
            )Net
      Operating Losses
            
            
            136,000
            
            
            
            210,094Other
            
            
            185,803
            
            
            
            66,189Increase
      (Decrease) in Valuation Allowance
            
            
            (129,829
            )
            
            
            (117,978
            )$
            -
            
            
            $
            -





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


14


EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
SIX MONTHS ENDED JUNE 30, 2008 AND 2007


(Continued)





NOTE 4 - RELATED PARTY
TRANSACTIONS





During
2008 and 2007, Joseph Fiore, C.E.O. of the Company, and Berkshire Capital, which
is controlled by Mr. Fiore, paid expenses and made advances to the
Company.  All expenses paid on behalf of the company have been
recorded in the consolidated statements of operations for period
paid.  As of June 30, 2008 and December 31,
2007,  $2,358,096 and $2,327,577 (including accrued interest at 6%) in
advances was due to these related parties.





On August
8, 2003, the Board resolved to enter into an agreement with Berkshire Capital
Management Co., Inc., a related party, for the purpose of utilizing the
Company’s tax loss carry forward to sell Berkshire’s acquired free trading stock
in other public companies.  During the six months ended June 30, 2008
and 2007, the Company has sold marketable securities acquired under this
agreement for $23,819 and $623,106, respectively, and recorded a net loss on
sale of $22,144 for 2008 and a net gain of $94,472 for 2007.  As of
June 30, 2008 and December 31, 2007, the remaining securities acquired under
this agreement are recorded in the accompanying Balance Sheets at their quoted
market value of $4,050 and $804,643, respectively.  As of June 30,
2008 and December 31, 2007, related party accounts payable include $8,784 and
$100,314, respectively, due to Berkshire Capital.





On May
16, 2007, the Company acquired 3,000,000 shares of Sustainable Power Corp. from
Berkshire Capital Management in exchange for a demand note in the amount of
$210,000, carrying an interest rate of 6% A.P.R.





On May
16, 2007, 45,529,411 restricted shares of Eat at Joe’s, LTD were issued by the
Board of Directors to Berkshire Capital Management Co, Inc at $0.015 per share
in satisfaction of $682,941.00 in related party accounts payable due to
Berkshire Capital Management.





On June
14, 2007, the Company acquired 1,000,000 shares of International Oil & Gas
Holdings Corp. from Berkshire Capital Management in exchange for a demand note
in the amount of $125,000, carrying an interest rate of 6% A.P.R.





On July
17, 2007, the Company acquired 3,000,000 shares of International Oil & Gas
Holdings Corp. from Berkshire Capital Management in exchange for a demand note
in the amount of $465,000, carrying an interest rate of 6% A.P.R.





On August
22, 2007, the Company acquired 2,000,000 shares of International Oil & Gas
Holdings Corp. from Berkshire Capital Management in exchange for a demand note
in the amount of $160,000, carrying an interest rate of 6%
A.P.R.


15


EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
SIX MONTHS ENDED JUNE 30, 2008 AND 2007


(Continued)





NOTE 4 - RELATED PARTY
TRANSACTIONS (Continued)





On
September 20, 2007, the Company acquired 1,000,000 shares of International Oil
& Gas Holdings Corp. from Berkshire Capital Management in exchange for a
demand note in the amount of $ 55,000, carrying an interest rate of 6%
A.P.R.





On
January 11, 2008, the Company acquired 1,000,000 shares of Sustainable Power
Corp from Berkshire Capital Management in exchange for a demand note in the
amount of $47,000, carrying an interest rate of 6% A.P.R.





On
February 29, 2008, the Company acquired 2,000,000 shares of Sustainable Power
Corp. from Berkshire Capital Management in exchange for a demand note in the
amount of $ 126,000, carrying an interest rate of 6% A.P.R.





On
February 28, 2008, 16,000,000 shares at $.013 of common stock were issued to the
company’s current officers, directors and support staff.  Compensation
expense of $208,000 resulting from this issuance has been recorded in the
accompanying financial statements.





On April
24, 2008, the Company acquired 2,000,000 shares of Sustainable Power Corp. from
Berkshire Capital Management in exchange for a demand note in the amount of
$71,000, carrying an interest rate of 6% A.P.R.





On April
24, 2008, the Company acquired 862,500 shares of EFoodSafety.Com from Berkshire
Capital Management in exchange for a demand note in the amount of $163,875,
carrying an interest rate of 6% A.P.R.





NOTE 5 - RENT AND LEASE
EXPENSE





The
Company’s wholly-owned subsidiary E.A.J. PHL Airport, Inc. leases approximately
845 square feet in the Philadelphia Airport, Philadelphia, Pennsylvania pursuant
to a lease dated April 30, 1997.  E.A.J. PHL Airport pays $7,083 per
month basic rent plus 15% -18% of gross revenues above $850,000 under the lease
which expires April 2009.





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


Year
      Ended December 31,
            
            Real
      Property2008
            
            $
            84,9962009
            
            
            28,3322010
            
            
            -2011
            
            
            -2012
            
            
            -Total
      five year minimum lease payments
            
            $
            113,328





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


16


EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
SIX MONTHS ENDED JUNE 30, 2008 AND 2007


(Continued)





NOTE 6 - CONVERTIBLE
DEBENTURES





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





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





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





NOTE 7 - CONVERTIBLE
PREFERRED STOCK





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





*
            No
      dividends.


*
            Convertible
      to common stock at the average closing bid price for the Company’s common
      stock for the 5 trading days prior to the conversion date, and is
      adjustable to prevent dilution.  (Convertible to 10,000,000
      common shares at June 30, 2008)


*
            Convertible
      at the Option of the Company at par value only after repayment of the
      shareholder loans from Joseph Fiore and subject to the holders option to
      convert.


*
            Entitled
      to vote 1,000 votes per share of Series E Convertible Preferred
      Shares.


*
            Entitled
      to liquidation preference at par
value.


*
            Is
      senior to all other share of preferred or common shares issued past,
      present and future.





17





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, 2007.





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.





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





18


Results of Operations - For
the three months ended June 30, 2008, the Company had a net loss of
$250,878  composed of a loss from continuing operations of $19,219 and
net other loss of $231,659.  Net other loss is primarily due to losses
from the sale of marketable securities of $207,572.  For the three
months ended June 30, 2007, the Company had a net loss of $26,430 composed of a
loss from continuing operations of $83,140 and net other income of
$56,710.  Net other income is primarily due to gains from the sale of
marketable securities of $62,379.





For the
six months ended June 30, 2008, the Company had a net loss of $745,900 composed
of a loss from continuing operations of $234,193 and net other loss of
$511,707.  Net other loss is primarily due to losses from the sale of
marketable securities of $470,279.  For the three months ended June
30, 2007, the Company had a net loss of $30,339 composed of a loss from
continuing operations of $114,610 and net other income of
$84,271.  Net other income is primarily due to gains from the sale of
marketable securities of $94,472.





Total
Revenues - For the three  months ended June 30, 2008 and 2007, the
Company had total sales of approximately $426,000 and
$380,000  respectively, for an  increase of approximately
$46,000.  For the six  months ended June 30, 2008 and 2007,
the Company had total sales of approximately $780,000 and
$723,000  respectively, for an  increase of approximately
$57,000.  Management believes that revenues will continue to grow in
the future as airport traffic increases.





Costs and
Expenses - Costs of revenues, which include the costs of food, beverage, and
kitchen supplies decreased as a percentage of sales by approximately
3%  from 2007 to 2008.  This decrease can be attributed to
many factors, including, but not limited to more efficient purchasing of
supplies/products from food service distributors.  The cost of labor,
rent and other general and administrative costs, increased by 32% as a
percentage of sales for the six  months ended June 30, 2008 compared
to the six months ended June 30, 2007. This increase is due to administrative
compensation expense of $208,000 resulting from the issuance of 16,000,000
shares at $.013 to officers, directors and support
staff.  Depreciation and amortization expense decreased by
approximately $25,000 from 2007 to 2008, respectively, due to certain fixed
assets reaching the end of their estimated depreciable
lives.  Management expects depreciation and amortization to
decline  until the Company can carry out its expansion
plans.  Depreciation expense will increase as these plans are
completed and as new assets are acquired.





LIQUIDITY
AND CAPITAL RESOURCES





As of
June 30, 2008, the Company has a working capital deficit of approximately
$3,260,646.  The Company's continued existence is dependent upon its
ability to execute its operating plan and to obtain additional debt or equity
financing.  There can be no assurance the necessary debt or equity
financing will be available, or will be available on terms acceptable to the
Company.





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





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





19


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
2008 and 2007, the Company generated approximately $354,000 and $410,000
respectfully, in cash from investing activities from the purchase and sale of
marketable equity securities.  As of June 30, 2008, the company owns
marketable securities valued at $121,227 with corresponding liabilities of
$1,113,181 in the form of related party payables of $8,784 and related party
notes payable of $1,104,397 (including interest accruing at 6%).





During
2008 and 2007, the Company raised approximately $42,000 and $40,000 during 2008
and 2007 through short-term notes payable and advances from Majority
stockholders.  The net proceeds to the Company were used for working
capital.  During 2008, the Company repaid  $550,000 in
shareholder advances from past years. As of June 30, 2008, approximately
$1,253,699 (including interest accruing at 6%) in advances was due to Joseph
Fiore, C.E.O. of the Company.





On May
16, 2007, 45,529,411 restricted shares of Eat at Joe’s, LTD were issued by the
Board of Directors to Berkshire Capital Management Co, Inc. at $0.015 per share
in satisfaction of $682,941.00 in related party accounts payable due to
Berkshire Capital Management.





On
February 28, 2008, 16,000,000 shares at $.013 of common stock were issued to the
company’s current officers, directors and support staff.  Compensation
expense of $208,000 resulting from this issuance has been recorded in the
accompanying financial statements.





For the
six months ended June 30, 2008 and 2007, operating activities used approximately
$38,000 and $78,000 in cash .





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





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





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





20


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





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





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





In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities" ("SFAS 159"). SFAS 159 provides
companies with an option to report selected financial assets and liabilities at
fair value. The objective of SFAS 159 is to reduce both complexity in accounting
for financial instruments and the volatility in earnings caused by measuring
related assets and liabilities differently. Generally accepted accounting
principles have required different measurement attributes for different assets
and liabilities that can create artificial volatility in earnings. The FASB has
indicated it believes that SFAS 159 helps to mitigate this type of
accounting-induced volatility by enabling companies to report related assets and
liabilities at fair value, which would likely reduce the need for companies to
comply with detailed rules for hedge accounting. SFAS 159 also establishes
presentation and disclosure requirements designed to facilitate comparisons
between companies that choose different measurement attributes for similar types
of assets and liabilities.  SFAS 159 does not eliminate disclosure
requirements included in other accounting standards, including requirements for
disclosures about fair value measurements included in SFAS 157 and SFAS No. 107,
"Disclosures about Fair Value of Financial Instruments." SFAS 159 is effective
for the Company as of the beginning of fiscal year 2008. The adoption of this
pronouncement did not have an impact on the Company's financial position,
results of operations or cash flows.





In
December 2007, the FASB issued No. 160, “Noncontrolling Interests in Financial
Statements, an amendment of ARB No. 51" (“SFAS 160").  SFAS 160 amends
ARB 51 to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a
subsidiary.  It clarifies that a noncontrolling interest in a
subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements.  This
Statement is effective for fiscal years beginning on or after December 15,
2008.  Early adoption is not permitted. Management is currently
evaluating the effects of this statement, but it is not expected to have any
impact on the Company’s financial statements.





21


In
December 2007, the FASB issued No. 141(R),  “Business Combinations”
(“SFAS 141(R)”.  SFAS 141(R) provides companies with principles and
requirements on how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, liabilities assumed, and any
noncontrolling interest in the acquiree as well as the recognition and
measurement of goodwill acquired in a business combination. SFAS 141(R) also
requires certain disclosures to enable users of the financial statements to
evaluate the nature and financial effects of the business combination.
Acquisition costs associated with the business combination will generally be
expensed as incurred. SFAS 141(R) is effective for business combinations
occurring in fiscal years beginning after December 15, 2008, which will require
the Company to adopt these provisions for business combinations occurring in
fiscal 2009 and thereafter. Early adoption of SFAS 141(R) is not
permitted.  Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company’s financial
statements.





In March
2008, the FASB issued No. 161, “Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133.  (“SFAS
161").  SFAS 161 requires enhanced disclosures about an entity's
derivative and hedging activities and thereby improves the transparency of
financial reporting.  This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. This Statement encourages, but does
not require, comparative disclosures for earlier periods at initial
adoption.  Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company’s financial
statements.





Item
3. Quantitative and Qualitative Disclosures About Market Risk





Not
applicable.





Item
4.  Controls and Procedures





The
Company's Chief Executive Officer and Chief Financial Officer are responsible
for establishing and maintaining disclosure controls and procedures for the
Company.





(a)
            Evaluation
      of Disclosure Controls and
Procedures





As of the
end of the period covered by this report, the Company carried out an evaluation,
under the supervision and with the participation of the Company's management,
including the Company's President, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant to Rule
13a-15 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Based upon the evaluation, the Company's President concluded that, as of
the end of the period, the Company's disclosure controls and procedures were
effective in timely alerting him to material information relating to the Company
required to be included in the reports that the Company files and submits
pursuant to the Exchange Act.





(b)
            Changes
      in Internal Controls





Based on
this evaluation as of June 30, 2008, there were no changes in the Company's
internal controls over financial reporting or in any other areas that could
significantly affect the Company's internal controls subsequent to the date of
his most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.





22





PART
II - OTHER INFORMATION





Item
1.  Legal Proceedings





None.





Item
1A.  Risk Factors





None.





Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds





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





The
following exhibits are included as part of this report:





Exhibit
      Number
            Title
      of Document31
            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.











23


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 14, 2008
            By:
      /s/ Joseph
      FioreJoseph
      FioreC.E.O.,
      C.F.O., Chairman, Secretary, Director(Principal
      Executive & Accounting Officer)