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, 2004
                                              ---------------------

             [ ] 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, 2004 45,048,299
                                                  ------------------------------

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



<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


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


                                                                                (Unaudited)
                                                                               September 30,        December 31,
                                                                                    2004                2003
                                                                             ------------------  ------------------
ASSETS
Current Assets:
<S>                                                                          <C>                 <C>
Cash and cash equivalents                                                    $        1,397,226  $          440,637
Receivables                                                                               7,199               6,337
Inventory                                                                                 7,500               7,500
Prepaid expense                                                                          10,693              10,693
Marketable Securities                                                                 1,558,512           2,611,830
                                                                             ------------------  ------------------

     Total Current Assets                                                             2,981,130           3,076,997
                                                                             ------------------  ------------------

Property and equipment:
Equipment                                                                               100,177              98,740
Furniture & Fixtures                                                                      3,964               3,964
Leasehold improvements                                                                  376,165             376,165
                                                                             ------------------  ------------------
                                                                                        480,306             478,869
Less accumulated depreciation                                                          (368,615)           (334,350)
                                                                             ------------------  ------------------

     Total Property & Equipment                                                         111,691             144,519
                                                                             ------------------  ------------------

Other Assets:
Intangible and other assets net of amortization
  of $102,431 and $90,818, respectively                                                  52,406              64,019
                                                                             ------------------  ------------------

     Total Assets                                                            $        3,145,227  $        3,285,535
                                                                             ==================  ==================
</TABLE>




<PAGE>



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

                                                                                (Unaudited)
                                                                               September 30,        December 31,
                                                                                    2004                2003
                                                                             ------------------  ------------------
LIABILITIES
Current Liabilities:
<S>                                                                          <C>                 <C>
Accounts payable and accrued liabilities                                     $        2,276,004  $        2,449,834
Short-term notes payable                                                                266,342             275,821
Shareholders loans                                                                    1,899,894           1,814,794
                                                                             ------------------  ------------------

     Total Current Liabilities                                                        4,442,240           4,540,449
                                                                             ------------------  ------------------

Convertible Debentures, Net of Issue Costs                                            1,859,479           1,742,453
                                                                             ------------------  ------------------

     Total Liabilities                                                                6,301,719           6,282,902
                                                                             ------------------  ------------------

STOCKHOLDERS EQUITY
Preferred stock - $0.0001 par value.  10,000,000 shares
   Authorized; 2 shares issued and outstanding
   at September 30, 2004 and December 31, 2003                                                2                   2
Common Stock - $0.0001 par value.  50,000,000 shares
   Authorized.45,048,299 issued and outstanding
   at September 30, 2004 and December 31, 2003                                            4,505               4,505
Additional paid-in capital                                                           11,591,370          11,016,614
Cumulative Unrealized Gains & Losses                                                   (720,743)           (336,886)
Retained deficit                                                                    (14,031,626)        (13,681,602)
                                                                             ------------------  ------------------

     Total Stockholders' Equity                                                      (3,156,492)         (2,997,367)
                                                                             ------------------  ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   $        3,145,227  $        3,285,535
                                                                             ==================  ==================
</TABLE>










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


<PAGE>



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

                                                    For the three months ended              For the nine months ended
                                                           September 30,                          September 30,
                                                     2004                2003                2004               2003
                                               -----------------  ------------------  ------------------  -----------------

<S>                                            <C>                <C>                 <C>                 <C>
Revenues                                       $         318,164  $          312,248  $          897,031  $         921,083
Cost of Revenues                                         122,986             120,950             347,579            328,244
                                               -----------------  ------------------  ------------------  -----------------
Gross Margin                                             195,178             191,298             549,452            592,839

Expenses
   Labor and Related Expenses                             80,438              64,810             218,704            207,121
   Rent                                                   47,519              50,470             129,604            157,140
   Other General and Administrative                       88,624             125,828             324,265            312,665
                                               -----------------  ------------------  ------------------  -----------------
Income (Loss) Before Depreciation                        (21,403)            (49,810)           (123,121)           (84,087)
   Depreciation and Amortization                          15,338              15,274              45,878             52,745
                                               -----------------  ------------------  ------------------  -----------------

Net Loss from Continuing Operations                      (36,741)            (65,084)           (168,999)          (136,832)
                                               -----------------  ------------------  ------------------  -----------------

Other Income (Expense)
   Interest and Dividends, Net                           (39,033)            (37,057)           (116,452)          (109,986)
   Gain (Loss) on Sale of Investments                    (44,399)             11,960             (64,573)             8,372
                                               -----------------  ------------------  ------------------  -----------------

Net Loss Before Income Taxes                            (120,173)            (90,181)           (350,024)          (238,446)
Income Tax Expense (Benefit)                                   -                   -                   -                  -
                                               -----------------  ------------------  ------------------  -----------------

Net Loss To Common Stockholders                $        (120,173) $          (90,181) $         (350,024) $        (238,446)
                                               =================  ==================  ==================  =================

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

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









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


<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                   For the nine months ended
                                                                                         September 30,
                                                                                    2004                2003
                                                                             ------------------  ------------------
Cash Flows From Operating Activities
<S>                                                                          <C>                 <C>
   Net loss for the period                                                   $         (350,024) $         (238,446)
Adjustments to reconcile net loss to net cash
   Provided by operating activities
     Depreciation and amortization                                                       45,878              52,745
     Loss on sale of marketable securities                                               64,573              (8,372)
     Decrease (Increase) in receivables                                                    (862)                106
     Decrease (Increase) in prepaid expense                                                   -                (635)
     Increase in accounts payable and accrued liabilities                               (26,875)             93,664
                                                                             ------------------  ------------------
Net Cash Provided by (Used in) Operating Activities                                    (267,310)           (100,938)
                                                                             ------------------  ------------------

Cash Flows From Investing Activities
   Purchase of marketable securities                                                 (1,320,000)           (111,626)
   Proceeds from sale of marketable securities                                        2,470,735             403,402
   Purchase of property and equipment                                                    (1,436)                  -
                                                                             ------------------  ------------------
Net Cash Provided by Investing Activities                                             1,149,299             291,776
                                                                             ------------------  ------------------

Cash Flows From Financing Activities
   Advances from majority stockholders                                                   85,100              64,000
   Repayment of notes payable                                                           (10,500)            (13,500)
                                                                             ------------------  ------------------

Net Cash Provided by Financing Activities                                                74,600              50,500
                                                                             ------------------  ------------------

Increase (Decrease) in Cash                                                             956,589             241,338
Cash at beginning of period                                                             440,637              70,607
                                                                             ------------------  ------------------

Cash at End of Period                                                        $        1,397,226  $          311,945
                                                                             ==================  ==================


Supplemental Disclosure of Interest and Income Taxes Paid
   Interest paid during the period                                           $            1,020  $              980
                                                                             ==================  ==================
   Income taxes paid during the period                                       $              596  $              530
                                                                             ==================  ==================

Supplemental Disclosure of Non-cash Investing
 and Financing Activities:
    Marketable Securities acquired through related party payables            $        2,294,200  $        1,935,748
    Marketable Securities acquired through contributed capital               $          574,756  $          402,400
   Preferred Stock issued in satisfaction of shareholder loans               $                -  $          100,000
</TABLE>

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


<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

         The unaudited financial statements as of September 30, 2004 and for the
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 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 has 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.

Nature of Business

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



<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (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,  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.

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.

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.









<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (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.



<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Continued)


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

Earnings (Loss) Per Share

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

         Diluted  net  income  per  common  share  was  calculated  based  on an
increased number of shares that would be outstanding  assuming that the warrants
are  converted  to  common  shares.  The  effect  of  outstanding  common  stock
equivalents are  anti-dilutive for the three and nine months ended September 30,
2004 and 2003 and are thus not considered.

Pervasiveness of Estimates

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

Concentration of Credit Risk

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

Reclassifications

         Certain   reclassifications  have  been  made  in  the  2003  financial
statements to conform with the 2004 presentation.



<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Continued)

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

Investment in Marketable Securities

         The Company's  securities  investments  that are bought and held for an
indefinite  period  of time are  classified  as  available-for-sale  securities.
Available-for-sale securities are recorded at fair value on the balance sheet in
current  assets,  with the change in fair value during the period  excluded from
earnings and recorded net of tax as a component of other comprehensive income.

         Investments in securities are summarized as follows:
<TABLE>
<CAPTION>
                                                                             September 30, 2004
                                                          ---------------------------------------------------------
                                                                Gross              Gross
                                                             Unrealized          Unrealized             Fair
                                                                Gain                Loss               Value
                                                          -----------------  ------------------  ------------------
<S>                                                       <C>                <C>                 <C>
Available-for-sale securities                             $               -  $          720,743  $        1,558,512
                                                          =================  ==================  ==================


                                                                              December 31, 2003
                                                          ---------------------------------------------------------
                                                                Gross              Gross
                                                             Unrealized          Unrealized             Fair
                                                                Gain                Loss               Value
                                                          -----------------  ------------------  ------------------
Available-for-sale securities                             $               -  $          336,886  $        2,611,830
                                                          =================  ==================  ==================
</TABLE>

         Realized  Gains and  losses  are  determined  on the basis of  specific
identification.  During the three and nine months ended  September  30, 2004 and
2003,  sales  proceeds  and  gross  realized  gains  and  losses  on  securities
classified as available-for-sale securities were:

<TABLE>
<CAPTION>
                                           For the Three Months Ended              For the Nine Months Ended
                                                  September 30,                          September 30,
                                            2004                2003                2004                2003
                                      -----------------   -----------------  ------------------  ------------------

<S>                                   <C>                 <C>                <C>                 <C>
Sale Proceeds                         $         617,063   $         396,758  $        2,470,735  $          403,402
                                      =================   =================  ==================  ==================

Gross Realized Losses                 $          59,478   $               -  $           96,842  $            3,588
                                      =================   =================  ==================  ==================

Gross Realized Gains                  $          15,079   $          11,960  $           32,269  $           11,960
                                      =================   =================  ==================  ==================
</TABLE>




<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Continued)


NOTE 2 - SHORT-TERM NOTES PAYABLE

         Short-Term Notes Payable consist of loans from unrelated entities as of
September  30, 2004 and December  31, 2003.  The notes are payable one year from
the date of issuance together with interest at 6.50% A.P.R.

NOTE 3 - INCOME TAXES

         As  of  December  31,  2003,  the  Company  had a  net  operating  loss
carryforward for income tax reporting purposes of approximately $12,000,000 that
may be offset against future taxable income through 2023. Current tax laws limit
the amount of loss  available to be offset  against future taxable income when a
substantial  change in  ownership  occurs.  Therefore,  the amount  available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the  carryforwards  will expire  unused.  Accordingly,  the potential tax
benefits of the loss  carryforwards  are offset by a valuation  allowance of the
same amount.

NOTE 4 - RELATED PARTY TRANSACTIONS

         During  2004  and  2003,  officers  of the  Company,  and/or  companies
controlled by the officers paid expenses and made advances to the Company. As of
September 30, 2004 and December 31, 2003,  $1,899,894 and $1,814,794 in advances
was due to these officers.

         During the nine  months  ended  September  30,  2004 and the year ended
December 31, 2003, the Company  acquired  marketable  securities  from a related
party pursuant to a joint venture  agreement.  In accordance  with the agreement
the Company acquired marketable  securities valued at $2,867,750 and $3,899,079,
respectively,  in exchange for accounts  payable of $2,294,200  and  $2,921,529,
respectively,  with the  remainder  being  reported  as  contributed  capital of
$574,756 and $977,550, respectively.  During the nine months ended September 30,
2004 and 2003,  the Company has sold  marketable  securities  for $2,470,735 and
$6,644,  respectively,  and  recorded a net loss on sale of $64,573  and $3,588,
respectively.  As of September  30, 2004 and December  31, 2003,  the  remaining
securities are recorded in the  accompanying  Balance Sheet at their fair market
values of $1,558,512 and $2,611,830,  respectively, and accounts payable include
$2,095,922 and $2,281,989, respectively due to related parties.

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



<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Continued)

NOTE 5 - PURCHASE OF SUBSIDIARIES

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

NOTE 6 - RENT AND LEASE EXPENSE

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

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


     Year Ended December 31,                                  Real Property
---------------------------------                           -----------------
      2004                                                  $          85,000
      2005                                                             85,000
      2006                                                             85,000
      2007                                                             28,333
                                                            -----------------

      Total five year minimum lease payments                $         283,333
                                                            =================

         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.













<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Continued)

NOTE 7 - WARRANTS & OPTIONS

         The following table sets forth the options and warrants  outstanding as
of September 30, 2004 and December 31, 2003.

<TABLE>
<CAPTION>
                                                                               September 30,        December 31,
                                                                                    2004                2003
                                                                             ------------------  ------------------

<S>                                                                          <C>                 <C>
Options & warrants outstanding, beginning of year                                             -             447,750

         Granted                                                                              -                   -
         Expired                                                                              -            (447,750)
         Exercised                                                                            -                   -
                                                                             ------------------  ------------------

Options & warrants outstanding, end of year                                                   -                   -
                                                                             ==================  ==================

Exercise price for options & warrants outstanding, end of year                      N/A                 N/A
                                                                             ==================  ==================
</TABLE>


NOTE 8 - CONVERTIBLE PREFERRED STOCK

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

         *        No dividends.
         *        Convertible  to common stock at the average  closing bid price
                  for the Company's common stock for the 5 trading days prior to
                  the conversion date, and is adjustable to prevent dilution.
         *        Redeemable  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.



<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Continued)

NOTE 9 - BUSINESS CONDITION

         The Company has incurred a net loss from operations for the nine months
ended September 30, 2004 and 2003 of $350,024 and $238,446,respectively, and the
Company  used cash of $267,310  $100,938 in  operating  activities  for the nine
months ended  September 30, 2004 and 2003. As of September 30, 2004, the Company
had a working capital deficit of $1,461,110.  Management  plans to open at least
four new  restaurants  during the next 12 months.  The  Company  needs to obtain
additional  financing  to fund  payment of  obligations  and to provide  working
capital for operations  and to finance  future  growth.  The Company is actively
pursuing  alternative  financing  and has had  discussions  with  various  third
parties,  although  no firm  commitments  have been  obtained.  In the  interim,
shareholders  of the Company have  committed to meeting its operating  expenses.
Management  believes  these  efforts will  generate  sufficient  cash flows from
future  operations  to pay the Company's  obligations  and realize other assets.
There is no assurance any of these transactions will occur.

NOTE 10 - JOINT VENTURE AGREEMENTS

         On August 8, 2003,  the Board  resolved  to enter into a joint  venture
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.

         On September 1, 2003,  the Board resolved to enter into a joint venture
agreement with Berkshire Capital  Management Co., Inc., a related party, for the
purpose of locating merger  candidates for twelve of the Company's  wholly owned
subsidiaries.

NOTE 11 - SALE OF SUBSIDIARY

         On October 23, 2003, The Company entered into a Purchase Agreement with
Offshore  Creations,  Inc. (A Nevada  corporation) to sell the Company's  wholly
owned subsidiary  E.A.J.  Innerharbor.  Pursuant to this agreement,  the Company
received  1,200,000  (approximately  3%) of restricted  stock of the corporation
surving the merger of Offshore Creations, Inc. and E.A.J. Innerharbor, Inc.





<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, 2003.

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

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

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

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

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



<PAGE>



RESULTS OF OPERATIONS

Total  Revenues - For the three months ended  September  30, 2004 and 2003,  the
Company had total sales of approximately $318,000 and $312,000 respectively. For
the nine months ended  September 30, 2004 and 2003,  the Company had total sales
of approximately $897,000 and $921,000 respectively.

Costs and Expenses - For the three months ended September 30, 2004 and 2003, the
Company had a net loss of approximately  $120,000 and $90,000 respectively.  For
the nine months ended September 30, 2004 and 2003, the Company had a net loss of
approximately $350,000 and $238,000 respectively. The net loss for 2004 and 2003
is largely attributable to additional expenses incurred as the Company increases
its Corporate overhead structure for the development of additional locations.

LIQUIDITY AND CAPITAL RESOURCES

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

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

         During 2004, the Company generated  approximately  $1,149,000 cash from
investing  activities  from  the sale of  marketable  equity  securities.  As of
September  30,  2004,  the  company  owns   marketable   securities   valued  at
approximately $1,559,000 with corresponding liabilities of $2,096,000.

         During 2004 and 2003, the Company has raised approximately  $75,000 and
$51,000   through   short-term   notes   payable  and  advances   from  majority
stockholders.  The net  proceeds to the Company  were used for  additional  unit
development and working capital.

         For the nine  months  ended  September  30,  2004 and  2003,  operating
activities used approximately $267,000 and $101,000 in cash flow.

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

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



<PAGE>



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

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

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

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


<PAGE>



ITEM 3.  CONTROLS AND PROCEDURES

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

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

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

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

                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K



<PAGE>



         EXHIBITS

         The following exhibits are included as part of this report:

Exhibit
Number            Title of Document


31       Certification  Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
         2002.

32       Certification  Pursuant  to Section  906 of the  Sarbanes-Oxley  Act of
         2002.



         The Company did not file a report on Form 8-K during 3rd quarter 2004.



<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 9, 2004         By:    /s/ Joseph Fiore
       ------------------------    ---------------------------------------------
                                   Joseph Fiore
                                   C.E.O., C.F.O., Chairman, Secretary, Director
                                  (Principal Executive & Accounting Officer)