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, 2005
                                               ---------------------

             [ ] 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

         As  of  September  30,  2005,  there  were  45,048,299  shares  of  the
Registrant's  common  stock,  par value  $0.0001,  issued,  and 20,000 shares of
Series E Convertible  preferred stock  (convertible to 6,666,667 common shares),
par value $0.0001.

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

         Indicate by Check Mark Whether the  Registrant  is a Shell  Company (As
Defined by Rule 12B-2 of the Exchange Act). 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,
                                                     2005                2004
                                              ------------------  ------------------
ASSETS
Current Assets:
<S>                                           <C>                 <C>
Cash and cash equivalents                     $          792,039  $        2,389,042
Receivables                                                9,330               9,185
Inventory                                                  7,500               7,500
Prepaid expense                                           10,689              10,561
Marketable Securities                                    995,515           2,121,782
                                              ------------------  ------------------

     Total Current Assets                              1,815,073           4,538,070
                                              ------------------  ------------------

Property and equipment:
Equipment                                                105,266             103,666
Furniture & Fixtures                                       3,964               3,964
Leasehold improvements                                   376,165             376,165
                                              ------------------  ------------------
                                                         485,395             483,795
Less accumulated depreciation                           (404,547)           (368,881)
                                              ------------------  ------------------

     Total Property & Equipment                           80,848             114,914
                                              ------------------  ------------------

Other Assets:
Intangible and other assets net of
amortization of $117,915 and $106,302
for 2005 and 2004, respectively                           36,922              48,535
                                              ------------------  ------------------

     Total Other Assets                                   36,922              48,535
                                              ------------------  ------------------

     TOTAL ASSETS                             $        1,932,843  $        4,701,519
                                              ==================  ==================
</TABLE>



                                        2

<PAGE>



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

<TABLE>
<CAPTION>

                                                                                (Unaudited)
                                                                                  September 30,        December 31,
                                                                                    2005                2004
                                                                             ------------------  ------------------
LIABILITIES
Current Liabilities:
<S>                                                                          <C>                 <C>
Accounts payable and accrued liabilities                                     $          169,841  $          200,846
Related party accounts payable                                                        1,444,261           3,102,737
Short-term notes payable                                                                267,025             265,193
Shareholders loans                                                                    1,368,435           1,933,394
Convertible Debentures                                                                2,003,367           1,887,076
                                                                             ------------------  ------------------

     Total Current Liabilities                                                        5,252,929           7,389,246
                                                                             ------------------  ------------------

STOCKHOLDERS EQUITY Preferred stock - $0.0001 par value.
   10,000,000 shares authorized;
   20,000 Series E shares issued and outstanding                                              2                   2
Common Stock - $0.0001 par value.
   250,000,000 shares authorized;
   45,048,299 issued and outstanding.                                                     4,505               4,505
Additional paid-in capital                                                           12,336,726          11,865,627
Unrealized Losses on available-for-sale securities                                   (1,202,753)           (408,382)
Retained deficit                                                                    (14,458,566)        (14,149,479)
                                                                             ------------------  ------------------

     Total Stockholders' Equity                                                      (3,320,086)         (2,687,727)
                                                                             ------------------  ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   $        1,932,843  $        4,701,519
                                                                             ==================  ==================
</TABLE>








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

                                        3

<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,
                                                     2005                2004                2005               2004
                                               -----------------  ------------------  ------------------  -----------------

<S>                                            <C>                <C>                 <C>                 <C>
Revenues                                       $         307,303  $          318,164  $        1,006,646  $         897,031
Cost of Revenues                                         110,983             122,986             355,932            347,579
                                               -----------------  ------------------  ------------------  -----------------
Gross Margin                                             196,320             195,178             650,714            549,452
                                               -----------------  ------------------  ------------------  -----------------

Expenses
   Labor and Related Expenses                             86,567              80,438             257,981            218,704
   Rent                                                   45,614              47,519             140,099            129,604
   Depreciation and Amortization                          15,725              15,338              47,279             45,878
   Other General and Administrative                      111,818              88,624             328,651            324,265
                                               -----------------  ------------------  ------------------  -----------------
      Total Operating Expenses                           259,724             231,919             774,010            718,451
                                               -----------------  ------------------  ------------------  -----------------
Net Income (Loss) from Continuing
 Operations                                              (63,404)            (36,741)           (123,296)          (168,999)
                                               -----------------  ------------------  ------------------  -----------------

Other Income (Expense)
   Interest income                                         2,608                 156               6,895                418
   Dividend income                                         1,393                 946              12,773              1,177
   Interest expense                                      (62,920)            (40,135)           (165,720)          (118,047)
   Other miscellaneous income                                500                   -                 500                  -
   Gain (Loss) on sale of Marketable
      Securities                                          (6,945)            (44,399)            (40,239)           (64,573)
                                               -----------------  ------------------  ------------------  -----------------
Net Other Income (Expense)                               (65,364)            (83,432)           (185,791)          (181,025)
                                               -----------------  ------------------  ------------------  -----------------

Net Loss Before Income Taxes                   $        (128,768) $         (120,173) $         (309,087) $        (350,024)
Income Tax (Expense) Benefit                                   -                   -                   -                  -
                                               -----------------  ------------------  ------------------  -----------------

Net Loss                                       $        (128,768) $         (120,173) $         (309,087) $        (350,024)
                                               =================  ==================  ==================  =================

Basic Loss Per Common Share:                   $               -  $                -  $           (0.01)  $          (0.01)
                                               =================  ==================  ==================  =================

Weighted Average Common 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.

                                        4

<PAGE>



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

<TABLE>
<CAPTION>
                                                                                   For the nine months ended
                                                                                       September 30, 2005
                                                                                    2005                2004
                                                                             ------------------  ------------------
Cash Flows From Operating Activities
<S>                                                                          <C>                 <C>
   Net loss for the period                                                   $         (309,087) $         (350,024)
Adjustments to reconcile net loss to net cash
   Provided by operating activities
     Depreciation and amortization                                                       47,279              45,878
     Loss on sale of marketable securities                                               40,239              64,573
     Decrease (Increase) in receivables                                                    (145)               (862)
     Decrease (Increase) in prepaid expense                                                (128)                  -
     Increase in accrued interest payable                                               165,720             146,955
     Increase (Decrease) in accounts payable and accrued liabilities                    (31,005)           (173,830)
                                                                             ------------------  ------------------
Net Cash Provided by (Used in) Operating Activities                                     (87,127)           (267,310)
                                                                             ------------------  ------------------

Cash Flows From Investing Activities
   Purchase of marketable securities                                                 (1,940,078)         (1,320,000)
   Proceeds from sale of marketable securities                                        1,044,358           2,470,735
   Purchase of property and equipment                                                    (1,600)             (1,436)
                                                                             ------------------  ------------------
Net Cash Provided by Investing Activities                                              (897,320)          1,149,299
                                                                             ------------------  ------------------

Cash Flows From Financing Activities
   Advances from majority stockholders                                                   89,500              85,100
   Repayment of Shareholder Advances                                                   (700,000)                  -
   Repayment of notes payable                                                            (2,056)            (10,500)
                                                                             ------------------  ------------------

Net Cash (Used) Provided by Financing Activities                                       (612,556)             74,600
                                                                             ------------------  ------------------

Increase (Decrease) in Cash                                                          (1,597,003)            956,589
Cash at beginning of period                                                           2,389,042             440,637
                                                                             ------------------  ------------------

Cash at End of Period                                                        $          792,039  $        1,397,226
                                                                             ==================  ==================

Supplemental Disclosure of Interest and Income Taxes Paid
   Interest paid during the period                                           $                -  $                -
                                                                             ==================  ==================
   Income taxes paid during the period                                       $            2,666  $              596
                                                                             ==================  ==================

Supplemental Disclosure of Non-cash Investing
 and Financing Activities:
    Marketable Securities acquired through related party payables            $        1,884,400  $        2,294,200
    Marketable Securities acquired through contributed capital               $          471,100  $          574,756
</TABLE>

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

                                        5

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

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, 2005 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 three  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

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (Continued)

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

Basis of Presentation (continued)

         The Company has incurred a net loss for the nine months ended September
30, 2005 and 2004 of $309,087 and  $350,024,  respectively,  and as of September
30, 2005 had a working capital  deficit of $3,437,856.  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's  plans include opening at least one new restaurant  during
2005 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

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (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 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.


                                        8

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (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

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (Continued)

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

Recent Accounting Standards

         In April 2003, the Financial  Accounting  Standards Board (FASB) issued
SFAS No. 149,  Amendment of Statement 133 on Derivative  Instruments and Hedging
Activities.  The  statement  amends and clarifies  accounting  and reporting for
derivative  instruments,  including certain derivative  instruments  embedded in
other contracts,  and hedging activities.  This statement is designed to improve
financial  reporting  such that contracts with  comparable  characteristics  are
accounted  for  similarly.  The  statement,  which is  generally  effective  for
contracts  entered into or modified  after June 30, 2003, is not  anticipated to
have a significant effect on our financial position or results of operations.

         In May 2003,  the FASB  issued  SFAS No.  150,  Accounting  for Certain
Financial  Instruments with Characteristics of Both Liabilities and Equity. This
statement  establishes  standards  for how an  issuer  classifies  and  measures
certain  financial  instruments  with  characteristics  of both  liabilities and
equity.  This statement is effective for financial  instruments  entered into or
modified after May 31, 2003, and is otherwise  effective at the beginning of the
first interim period beginning after June 15, 2003. The statement was considered
in regard to our Series E  Preferred  Stock and,  is not  anticipated  to have a
significant effect on our financial position or results of operations.

         In December 2003, the FASB issued FASB Interpretation No. 46 (Revised),
Consolidation of Variable Interest Entities. This interpretation clarifies rules
relating to  consolidation  where  entities are controlled by means other than a
majority voting interest and instances in which equity investors do not bear the
residual  economic  risks.  We currently have no ownership in variable  interest
entities and  therefore  adoption of this  standard  currently  has no financial
reporting implications.



                                       10

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (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 preferred
shares were  converted to 6,666,667 and 6,250,000  common shares as of September
30,  2005 and  2004,  respectively.  The  effect  of  outstanding  common  stock
equivalents are anti-dilutive for 2005 and 2004 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  2004  financial
statements to conform with the 2005 presentation.

Fair Value of Financial Instruments

         The carrying value of the Company's  financial  instruments,  including
receivables and accounts  payable and accrued  liabilities at September 30, 2005
and  December  31, 2004  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.

                                       11

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (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>
                                                                              December 31, 2004
                                                          ---------------------------------------------------------
                                                                Gross              Gross
                                                             Unrealized          Unrealized             Fair
                                                                Gain                Loss               Value
                                                          -----------------  ------------------  ------------------
<S>                                                       <C>                <C>                 <C>
Available-for-sale securities                             $         250,800  $          322,296  $        2,121,782
                                                          =================  ==================  ==================


                                                                             September 30, 2005
                                                          ---------------------------------------------------------
                                                                Gross              Gross
                                                             Unrealized          Unrealized             Fair
                                                                Gain                Loss               Value
                                                          -----------------  ------------------  ------------------
Available-for-sale securities                             $               -  $          794,371  $          995,515
                                                          =================  ==================  ==================
</TABLE>

         Realized  Gains and  losses  are  determined  on the basis of  specific
identification.  During the nine months ended September 30, 2005 and 2004, sales
proceeds  and gross  realized  gains  and  losses on  securities  classified  as
available-for-sale securities were:


                                    For the Nine Months Ended
                                          September 30,
                                     2005                2004
                              ------------------  ------------------

Sale Proceeds                 $        1,044,358  $        2,470,735
                              ==================  ==================

Gross Realized Losses         $           46,216  $           96,842
                              ==================  ==================

Gross Realized Gains          $            5,977  $           32,269
                              ==================  ==================



                                       12

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (Continued)


NOTE 2 - SHORT-TERM NOTES PAYABLE

         Short-Term Notes Payable consist of loans from unrelated entities as of
September  30, 2005 and December  31, 2004.  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,  2004,  the  Company  had a  net  operating  loss
carryforward for income tax reporting purposes of approximately $11,165,000 that
may be offset against future taxable income through 2024. 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:

                                         2004                2003
                                  ------------------  ------------------
Net Operating Losses                       3,796,100           3,774,894
Other                                         82,509              78,919
Valuation Allowance                       (3,878,609)         (3,853,813)
                                  ------------------  ------------------
                                                   -                   -
                                  ==================  ==================

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


                                                   2004           2003
                                            ------------------  -------------
Provision (Benefit) at US Statutory Rate              (157,985)       (86,780)
Net Operating Losses                                   136,779        (93,546)
Other                                                   (3,590)         6,268
Increase (Decrease) in Valuation Allowance              24,796        174,058
                                            ------------------  -------------
                                                             -              -
                                            ==================  =============

         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.



                                       13

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (Continued)

NOTE 4 - RELATED PARTY TRANSACTIONS

         During  2005  and  2004,  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.  As of  September  30,  2005 and  December  31,  2004,
$1,368,435 and $1,933,394 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 nine months ended September
30, 2005 and the year ended December 31, 2004, 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 $2,355,500 and $4,245,065,  respectively,  (based on quoted market prices) in
exchange for accounts payable of $1,884,400 and $3,396,052,  respectively,  with
the remainder  being reported as  contributed  capital of $471,100 and $849,013,
respectively.  During the nine months  ended  September  30, 2005 and 2004,  the
Company  has  sold   marketable   securities  for  $1,044,358  and   $2,470,735,
respectively,   and  recorded  a  net  loss  on  sale  of  $40,239   and$64,573,
respectively.  As of September  30, 2005 and December  31, 2004,  the  remaining
securities  are  recorded in the  accompanying  Balance  Sheets at their  quoted
market value of $995,515 and $2,121,782,  respectively. As of September 30, 2005
and December 31, 2004,  related party accounts  payable  include  $1,444,261 and
$3,102,737, respectively, due to Berkshire Capital.

         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.

         On  September  1, 2003,  the Board  resolved to enter into an 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. Pursuant to which, 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.  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. This transaction
was accounted form by recording a $1,200 investment in marketable securities and
a corresponding  gain on sale of $1,200.  No additional  subsidiaries  have been
sold.






                                       14

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (Continued)

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 2007.

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


     Year Ended December 31,                                  Real Property
---------------------------------                           -----------------
      2005                                                  $          85,000
      2006                                                             85,000
      2007                                                             28,333
      2008                                                                  -
      2009                                                                  -
                                                            -----------------

      Total five year minimum lease payments                $         198,333
                                                            =================

         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.

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's 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.


                                       15

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (Continued)

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  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.




























                                       16

<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, 2004.

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

                                       17

<PAGE>



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.

RESULTS OF OPERATIONS - For the three months ended  September 30, 2005 and 2004,
the Company had a net loss from operations of approximately  $63,000 and $37,000
respectively. For the nine months ended September 30, 2005 and 2004, the Company
had  a  net  loss  from  operations  of  approximately   $123,000  and  $169,000
respectively.

Total  Revenues - For the three months ended  September  30, 2005 and 2004,  the
Company had total sales of approximately $307,000 and $318,000 respectively, for
an decrease of  approximately  $11,000.  For the nine months ended September 30,
2005 and 2004,  the  Company  had total sales of  approximately  $1,007,000  and
$897,000  respectively,  for an increase of approximately  $110,000.  Management
believes  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% and 4% for the three and nine months ended  September 30, 2005
over  those  of the  corresponding  periods  from  2004.  This  decrease  can be
attributed to many factors,  including,  but not limited to increased food costs
in 2004  due to the  addition  of fuel  surcharges  on the  delivery  of  goods,
increased produce costs caused by weather  conditions causing the loss of crops,
2004 dairy prices  increased  30-50% due to butterfat  differentials  and supply
shortages, and other food items due to various conditions outside the control of
the Company. The cost of labor, rent and other general and administrative costs,
increased 12% as a percentage of sales for the three months ended  September 30,
2005, as compared to the corresponding period of 2004. This increase is due to a
temporary  decrease in sales for the three  months  ended  September  30,  2005,
compounded  by an increase  in  consulting  expenses.  Management  expects  this
increase  to be  temporary.  The cost of  labor,  rent  and  other  general  and
administrative costs,  decreased 3% as a percentage of sales for the nine months
ended  September  30,  2005,  as compared to the  corresponding  period of 2004.
Management  expects this decrease to continue as revenues  increase.  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 September 30, 2005, the Company has a working  capital deficit of
approximately  $3,437,856.  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.

                                       18

<PAGE>



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.

         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  2005 the  Company  used  approximately  $897,000  in cash  from
investing  activities  from  the sale of  marketable  equity  securities.  As of
September  30,  2005,  the  company  owns   marketable   securities   valued  at
approximately $995,515 with corresponding liabilities of $1,444,261.

         During  2005 the  Company  has  used  approximately  $613,000  to repay
short-term notes payable and advances from majority stockholders.

         For the nine  months  ended  September  30,  2005  and  2004  operating
activities used approximately $87,000 and 267,000, respectively 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.

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

                                       19

<PAGE>



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 January  2003,  the FASB  issued  Interpretation  No. 46 ("FIN 46"),
CONSOLIDATION OF VARIABLE INTEREST  ENTITIES,  which addresses the consolidation
of  business  enterprises  (variable  interest  entities),  to which  the  usual
condition of consolidation,  a controlling  financial interest,  does not apply.
FIN 46 requires an entity to assess its business  relationships  to determine if
they are variable interest  entities.  As defined in FIN 46, variable  interests
are  contractual,  ownership  or other  interests  in an entity that change with
changes in the  entity's net asset  value.  Variable  interests in an entity may
arise from financial instruments, service contracts, guarantees, leases or other
arrangements  with the variable  interest  entity.  An entity that will absorb a
majority of the variable  interest entity's expected losses or expected residual
returns,  as defined in FIN 46, is  considered  the primary  beneficiary  of the
variable  interest  entity.  The primary  beneficiary  must include the variable
interest  entity's  assets,   liabilities  and  results  of  operations  in  its
consolidated  financial  statements.  FIN 46 is  immediately  effective  for all
variable interest entities created after January 31, 2003. For variable interest
entities  created prior to this date, the  provisions of FIN 46 were  originally
required  to be  applied  no later than our first  quarter  of Fiscal  2004.  On
October 8, 2003, the FASB issued FASB Staff  Position (FSP) FIN 46-6,  EFFECTIVE
DATE OF FASB INTERPRETATION NO. 46, CONSOLIDATION OF VARIABLE INTEREST ENTITIES.
The FSP  provides a limited  deferral  (until  the end of our second  quarter of
2004) of the effective  date of FIN 46 for certain  interests of a public entity
in a variable  interest entity or a potential  variable interest entity. We will
continue  to  evaluate  FIN 46, but due to the  complex  nature of the  analysis
required by FIN 46, we have not determined the impact on our

                                       20

<PAGE>



consolidated results of operations or financial position.

         In April 2003, the FASB issued SFAS No. 149, AMENDMENT OF STATEMENT 133
ON  DERIVATIVE  INSTRUMENTS  AND  HEDGING  ACTIVITIES.  SFAS No.  149 amends and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments  embedded in other contracts,  and for hedging activities under SFAS
No. 133. In particular,  this Statement  clarifies  under what  circumstances  a
contract with an initial net investment meets the characteristic of a derivative
and when a  derivative  contains a financing  component  that  warrants  special
reporting in the statement of cash flows. We adopted this standard for contracts
entered into or modified  after June 30, 2003.  The adoption of SFAS No. 149 did
not  have a  material  impact  on our  consolidated  results  of  operations  or
financial position.

         In May 2003,  the FASB  issued  SFAS No.  150,  ACCOUNTING  FOR CERTAIN
FINANCIAL  INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY. This
Statement requires certain financial  instruments that embody obligations of the
issuer and have  characteristics of both liabilities and equity to be classified
as liabilities.  We adopted this standard for financial instruments entered into
or  modified  after May 31,  2003.  The  adoption of SFAS No. 150 did not have a
material impact on our consolidated results of operations or financial position.

         In November  2004, the FASB issued SFAS No. 151,  INVENTORY  COSTS - AN
AMENDMENT OF ARB NO. 43,  CHAPTER 4. This  Statement  amends the guidance in ARB
No. 43, Chapter 4,  "Inventory  Pricing," to clarify the accounting for abnormal
amounts of idle facility expense,  freight,  handling costs, and wasted material
(spoilage).  Paragraph 5 of ARB 43,  Chapter 4 previously  stated  that"...under
some  circumstances,  items such as idle facility expense,  excessive  spoilage,
double freight,  and rehandling costs maybe so abnormal as to require  treatment
as current  period  charges..."  This  Statement  requires  that those  items be
recognized  as  current-period  charges  regardless  of  whether  they  meet the
criterion of "so abnormal." In addition, this Statement requires that allocation
of fixed production  overheads to the costs of conversion be based on the normal
capacity of the production facilities. This statement is effective for inventory
costs incurred during fiscal years beginning after Jun 15, 2005. Management does
not  believe the  adoption of ths  Statement  will have any  immediate  material
impact on the Company.

         On December 16, 2004,  the FASB issued SFAS No. 123 ( R ),  SHARE-BASED
PAYMENT,  which is an  amendment  to SFAS No. 123,  ACCOUNTING  FOR  STOCK-BASED
COMPENSATION.   This  new  standard   eliminates  the  ability  to  account  for
share-based compensation  transactions using Accounting Principles Board ("APB")
Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and generally requires
such  transactions  to be accounted for using a fair-value  based method and the
resulting  cost  recognized  in our financial  statements.  This new standard is
effective  for awards that are  granted,  modified or settled in cash in interim
and annual periods beginning after June 15, 2005. In addition, this new standard
will apply to unvested  options  granted  prior to the  effective  date. We will
adopt this new standard  effective  for the fourth fiscal  quarter of 2005,  and
have not yet  determined  what impact this  standard  will have on our financial
position or results of operations.

         In December  2004,  the FASB issued SFAS No. 152,  ACCOUNTING  FOR REAL
ESTATE  TIME-  SHARING  TRANSACTIONS,   which  amends  FASB  statement  No.  66,
Accounting for Sales of Real Estate,  to reference the financial  accounting and
reporting guidance for real estate time-sharing transactions

                                       21

<PAGE>



that is provided in AICPA Statement of Position (SOP) 04-2,  Accounting for Real
Estate Time- Sharing Transactions. This statement also amends FASB Statement No.
67,  Accounting for Costs and Initial Rental Operations of Real Estate Projects,
to state that the guidance for (a) incidental  operations and (b) costs incurred
to sell  real  estate  projects  does  not  apply  to real  estate  time-sharing
transactions.  The accounting  for those  operations and costs is subject to the
guidance in SOP04-2.  This  Statement is effective for financial  statements for
fiscal years beginning after June 15, 2005.  Management believes the adoption of
this Statement will have no impact on the financial statements of the Company.

         In December 2004, the FASB issued SFAS No. 153, EXCHANGE OF NONMONETARY
ASSETS.  This  Statement  addresses the  measurement of exchanges of nonmonetary
assets.  The  guidance  in  APB  Opinion  NO.  29,  Accounting  for  Nonmonetary
Transactions,  is based on the principle that  exchanges of  nonmonetary  assets
should be measured based on the fair value of the assets exchanged. The guidance
in that Opinion,  however,  included certain exceptions to that principle.  This
Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges
of  similar  productive  assets and  replaces  it with a general  exception  for
exchanges  of  nonmonetary  assets  that do not  have  commercial  substance.  A
nonmonetary  exchange has  commercial  substance if the future cash flows of the
entity are expected to change  significantly  as a result of the exchange.  This
Statement is effective for financial statements for fiscal years beginning after
June  15,  2005.  Earlier  applications  is  permitted  for  nonmonetary  assets
exchanges  incurred  during  fiscal  years  beginning  after  the  date  of this
statement is issued.  Management  believes the adoption of this  Statement  will
have no impact on the financial statements fo the Company.

ITEM 3.  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  September  30,  2005,  there  were no
         significant  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

                                       22

<PAGE>



         evaluation, 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

         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 2005.


                                       23

<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 14, 2005        By:    /s/ Joseph Fiore
       -------------------------   ---------------------------------------------
                                   Joseph Fiore
                                   C.E.O., C.F.O., Chairman, Secretary, Director
                                   (Principal Executive & Accounting Officer)



                                       24