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: March 31, 2007
                                                -----------------

             [ ] 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 March 31, 2007, 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 5,681,818 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 ]

                                        1

<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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


                                          (Unaudited)
                                            March 31,         December 31,
                                              2007                2006
                                       ------------------  ------------------
ASSETS
Current Assets:
Cash and cash equivalents              $        1,109,096  $          846,062
Receivables                                         6,674               2,898
Inventory                                           6,900               6,900
Prepaid expense                                    10,055              10,055
Marketable Securities                             478,840             234,538
                                       ------------------  ------------------

     Total Current Assets                       1,611,565           1,100,453
                                       ------------------  ------------------

Property and equipment:
Equipment                                         116,954             116,954
Furniture & Fixtures                                3,964               3,964
Leasehold improvements                            376,165             376,165
                                       ------------------  ------------------
                                                  497,083             497,083
Less accumulated depreciation                    (468,607)           (458,770)
                                       ------------------  ------------------

     Total Property & Equipment                    28,476              38,313
                                       ------------------  ------------------

Other Assets:
Intangible and other assets net of
amortization of $141,141 and $137,270
for 2007 and 2006, respectively                    13,696              17,567
                                       ------------------  ------------------

     Total Other Assets                            13,696              17,567
                                       ------------------  ------------------

     TOTAL ASSETS                      $        1,653,737  $        1,156,333
                                       ==================  ==================



                                        2

<PAGE>



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


<TABLE>
<CAPTION>
                                                       (Unaudited)
                                                        March 31,         December 31,
                                                          2007                2006
                                                   ------------------  ------------------
LIABILITIES
Current Liabilities:
<S>                                                <C>                 <C>
Accounts payable and accrued liabilities           $          187,784  $          186,440
Related party accounts payable                              1,509,213           1,087,068
Short-term notes payable                                      276,150             274,585
Shareholders loans                                          1,079,886           1,051,585
Convertible Debentures                                      2,043,702           2,043,702
                                                   ------------------  ------------------

     Total Current Liabilities                              5,096,735           4,643,380
                                                   ------------------  ------------------

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                                 12,355,727          12,355,727
Cumulative Translation Adjustment                                   -                   -
Unrealized Losses on available-for-sale securities           (755,892)           (803,850)
Retained deficit                                          (15,047,340)        (15,043,431)
                                                   ------------------  ------------------

     Total Stockholders' Equity                            (3,442,998)         (3,487,047)
                                                   ------------------  ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $        1,653,737  $        1,156,333
                                                   ==================  ==================
</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)




                                               For the three months ended
                                                        March 31,
                                                 2007               2006
                                          ------------------  -----------------

Revenues                                  $          343,608  $         300,989
Cost of Revenues                                     148,200            125,088
                                          ------------------  -----------------
Gross Margin                                         195,408            175,901
                                          ------------------  -----------------

Expenses
   Labor and Related Expenses                        103,737             86,473
   Rent                                               44,742             42,403
   Depreciation and Amortization                      13,708             14,104
   Other General and Administrative                   64,691             71,793
                                          ------------------  -----------------
      Total Operating Expenses                       226,878            214,773
                                          ------------------  -----------------
Net Income (Loss) from Continuing
 Operations                                          (31,470)           (38,872)
                                          ------------------  -----------------

Other Income (Expense)
   Interest income                                     8,255              3,372
   Dividend income                                        79              1,440
   Interest expense                                  (12,866)           (18,289)
   Gain (Loss) on sale of Marketable
      Securities                                      32,093             15,451
                                          ------------------  -----------------
Net Other Income (Expense)                            27,561              1,974
                                          ------------------  -----------------

Net Loss Before Income Taxes              $           (3,909) $         (36,898)
Income Tax (Expense) Benefit                               -                  -
                                          ------------------  -----------------

Net Loss                                  $           (3,909) $         (36,898)
                                          ==================  =================

Basic Loss Per Common Share:              $                -  $               -
                                          ==================  =================

Weighted Average Common Shares                    45,048,299         45,048,299
                                          ==================  =================





   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 three months ended
                                                                                           March 31,
                                                                                    2007                2006
                                                                             ------------------  ------------------
Cash Flows From Operating Activities
<S>                                                                          <C>                 <C>
   Net loss for the period                                                   $           (3,909) $          (36,898)
Adjustments to reconcile net loss to net cash
   Provided by operating activities
     Depreciation and amortization                                                       13,708              14,104
     (Gain) Loss on sale of marketable securities                                       (32,093)            (15,451)
     Decrease (Increase) in receivables                                                  (3,776)             (1,041)
     Decrease (Increase) in prepaid expense                                                   -             (10,140)
     Increase in accrued interest payable                                                12,866              18,289
     Increase in accounts payable and accrued liabilities                                 1,344             (12,262)
                                                                             ------------------  ------------------
Net Cash Provided by (Used in) Operating Activities                                     (11,860)            (43,399)
                                                                             ------------------  ------------------

Cash Flows From Investing Activities
   Payments for purchases of marketable securities                                      (17,085)           (187,184)
   Proceeds from sale of marketable securities                                          274,979             723,243
   Purchase of property and equipment                                                         -                   -
                                                                             ------------------  ------------------
Net Cash Provided by Investing Activities                                               257,894             536,059
                                                                             ------------------  ------------------

Cash Flows From Financing Activities
   Advances from majority stockholders                                                   17,000              19,500
   Repayment of notes payable                                                                 -                   -
                                                                             ------------------  ------------------

Net Cash Provided by Financing Activities                                                17,000              19,500
                                                                             ------------------  ------------------

Increase (Decrease) in Cash                                                             263,034             512,160
Cash at beginning of period                                                             846,062             780,751
                                                                             ------------------  ------------------

Cash at End of Period                                                        $        1,109,096  $        1,292,911
                                                                             ==================  ==================


Supplemental Disclosure of Interest and Income Taxes Paid
   Interest paid during the period                                           $                -  $                -
                                                                             ==================  ==================
   Income taxes paid during the period                                       $            3,079  $                -
                                                                             ==================  ==================

Supplemental Disclosure of Non-cash Investing
 and Financing Activities:
    Marketable Securities acquired through related party payables            $                -  $                -
    Marketable Securities acquired through contributed capital               $                -  $                -
</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 THREE MONTHS ENDED MARCH 31, 2007 AND 2006

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 March 31, 2007 and for the
three 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 THREE MONTHS ENDED MARCH 31, 2007 AND 2006
                                   (Continued)

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

Basis of Presentation (continued)

         The Company has  incurred a net loss for the three  months  ended March
31, 2007 and 2006 of $3,909 and $36,898  respectively,  and as of March 31, 2007
had a working capital deficit of $3,485,170.  These conditions raise substantial
doubt as to the Company's ability to continue as a going concern.

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

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

Nature of Business

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

Principles of Consolidation

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



                                        7

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006
                                   (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 THREE MONTHS ENDED MARCH 31, 2007 AND 2006
                                   (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 THREE MONTHS ENDED MARCH 31, 2007 AND 2006
                                   (Continued)

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

Recent Accounting Standards

         In September  2006, the FASB issued SFAS No. 157,  "Accounting for Fair
Value  Measurements."  SFAS No.  157  defines  fair  value,  and  establishes  a
framework for measuring fair value in generally accepted  accounting  principles
and expandsdisclosure  about fair value measurements.  SFAS No. 157 is effective
for the Company for financial statements issued subsequent to November 15, 2007.
The Company does not expect the new standard to have any material  impact on the
financial position and results of operations.

         In February  2007, the FASB issued SFAS No. 159, "The Fair Value Option
for Financial Assets and Financial  Liabilities" ("SFAS 159"). SFAS 159 provides
companies with an option to report selected  financial assets and liabilities at
fair value. The objective of SFAS 159 is to reduce both complexity in accounting
for financial  instruments  and the  volatility in earnings  caused by measuring
related  assets  and  liabilities  differently.  Generally  accepted  accounting
principles have required different  measurement  attributes for different assets
and liabilities that can create artificial volatility in earnings.  The FASB has
indicated   it  believes   that  SFAS  159  helps  to  mitigate   this  type  of
accounting-induced volatility by enabling companies to report related assets and
liabilities  at fair value,  which would likely reduce the need for companies to
comply  with  detailed  rules for hedge  accounting.  SFAS 159 also  establishes
presentation  and  disclosure  requirements  designed to facilitate  comparisons
between companies that choose different measurement attributes for similar types
of assets and liabilities.  SFAS 159 does not eliminate disclosure  requirements
included in other accounting standards,  including  requirements for disclosures
about  fair  value  measurements   included  in  SFAS  157  and  SFAS  No.  107,
"Disclosures  about Fair Value of Financial  Instruments." SFAS 159 is effective
for the Company as of the  beginning  of fiscal year 2009.  The adoption of this
pronouncement  is not  expected  to have an  impact on the  Company's  financial
position, results of operations or cash flows.

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 5,882,353 and 5,707,763  common shares as of March 31,
2007 and 2006, respectively.  The effect of outstanding common stock equivalents
are anti-dilutive for 2007 and 2006 and are thus not considered.


                                       10

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006
                                   (Continued)

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

Pervasiveness of Estimates

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

Concentration of Credit Risk

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

Reclassifications

         Certain   reclassifications  have  been  made  in  the  2006  financial
statements to conform with the 2007 presentation.

Fair Value of Financial Instruments

         The carrying value of the Company's  financial  instruments,  including
receivables and accounts  payable and accrued  liabilities at March 31, 2007 and
December 31, 2006 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 THREE MONTHS ENDED MARCH 31, 2007 AND 2006
                                   (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, 2006
                               ---------------------------------------------------------
                                     Gross              Gross
                                  Unrealized          Unrealized             Fair
                                     Gain                Loss               Value
                               -----------------  ------------------  ------------------
<S>                            <C>                <C>                 <C>
Available-for-sale securities  $               -  $          539,161  $          234,538
                               =================  ==================  ==================


                                                    March 31, 2007
                               ---------------------------------------------------------
                                     Gross              Gross
                                  Unrealized          Unrealized             Fair
                                     Gain                Loss               Value
                               -----------------  ------------------  ------------------
Available-for-sale securities  $           5,065  $        1,249,358  $          478,840
                               =================  ==================  ==================
</TABLE>

         Realized  Gains and  losses  are  determined  on the basis of  specific
identification.  During the three  months  ended March 31, 2007 and 2006,  sales
proceeds  and gross  realized  gains  and  losses on  securities  classified  as
available-for-sale securities were:


                                For the Three Months Ended
                                        March 31,
                                 2007                2006
                          ------------------  ------------------

Sale Proceeds             $          274,979  $          723,243
                          ==================  ==================

Gross Realized Losses     $                -  $           10,290
                          ==================  ==================

Gross Realized Gains      $           32,093  $           25,741
                          ==================  ==================



                                       12

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006
                                   (Continued)


NOTE 2 - SHORT-TERM NOTES PAYABLE

         Short-Term Notes Payable consist of loans from unrelated entities as of
March 31, 2007 and December  31,  2006.  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,  2006,  the  Company  had a  net  operating  loss
carryforward for income tax reporting purposes of approximately  $6,982,182 that
may be offset against future taxable income through 2025. Current tax laws limit
the amount of loss  available to be offset  against future taxable income when a
substantial  change in  ownership  occurs.  Therefore,  the amount  available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the  carryforwards  will expire  unused.  Accordingly,  the potential tax
benefits of the loss  carryforwards  are offset by a valuation  allowance of the
same amount.

         The Company has the following tax assets:

                         December 31,        December 31,
                             2006                2005
                      ------------------  ------------------
Net Operating Losses  $        2,244,024  $        2,373,943
Other                            107,805              95,864
Valuation Allowance           (2,351,829)         (2,469,807)
                      ------------------  ------------------
                      $                -  $                -
                      ==================  ==================

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


                                                December 31,    December 31,
                                                    2006            2005
                                             ---------------  ---------------
Provision (Benefit) at US Statutory Rate     $      (158,305) $      (145,639)
Net Operating Losses                                 210,094          318,887
Other                                                 66,189          132,284
Increase (Decrease) in Valuation Allowance          (117,978)        (305,532)
                                             ---------------  ---------------
                                             $             -  $             -
                                             ===============  ===============

         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 THREE MONTHS ENDED MARCH 31, 2007 AND 2006
                                   (Continued)

NOTE 4 - RELATED PARTY TRANSACTIONS

         During  2007  and  2006,  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 March 31, 2007 and December 31, 2006,  $1,079,886
and $1,051,585 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 three months ended March 31,
2007 and the year ended  December  31,  2006,  the Company  acquired  marketable
securities  from a related party pursuant to the agreement.  In accordance  with
the  agreement  the  Company  acquired  marketable  securities  valued at $0 and
$37,000, respectively,  (based on quoted market prices) in exchange for accounts
payable of $0 and $29,600,  respectively,  with the remainder  being reported as
contributed  capital of $0 and $ 7,400,  respectively.  During the three  months
ended March 31, 2007 and 2006,  the Company has sold  marketable  securities for
$274,979 and $723,243,  respectively, and recorded a net gain on sale of $32,093
for 2007 and a net gain on sale of $15,451  for 2006.  As of March 31,  2007 and
December 31, 2006,  the remaining  securities  are recorded in the  accompanying
Balance  Sheets  at  their  quoted  market  value  of  $478,840  and $  234,538,
respectively. As of March 31, 2007 and December 31, 2006, related party accounts
payable  include  $1,509,213  and  $1,087,068,  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 for by recording a $1,200 investment in marketable  securities and
a corresponding  gain on sale of $1,200.  No additional  subsidiaries  have been
sold. During the quarter ending March 31, 2007 Offshore Creations,  Inc. changed
its name to Sustainable Power Corp.







                                       14

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006
                                   (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
---------------------------------                           -----------------
      2007                                                  $          28,332
      2008                                                                  -
      2009                                                                  -
      2010                                                                  -
      2011                                                                  -
                                                            -----------------

      Total five year minimum lease payments                $          28,332
                                                            =================

         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'  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 THREE MONTHS ENDED MARCH 31, 2007 AND 2006
                                   (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 to 5,681,818 common shares at March 31, 2007)
         *        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, 2006.

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 March 31, 2007 and 2006,  the
Company  had a net loss from  operations  of  approximately  $3,909 and  $36,898
respectively.

Total Revenues - For the three months ended March 31, 2007 and 2006, the Company
had total  sales of  $343,608  and  $300,989  respectively,  for an  increase of
approximately $42,619. Management believes that revenues will grow in the future
as airport traffic increases.

Costs  and  Expenses  - Costs of  revenues,  which  include  the  costs of food,
beverage,   and  kitchen  supplies   increased  as  a  percentage  of  sales  by
approximately  1% from 2006 to 2007.  This  increase can be  attributed  to many
factors,  including, but not limited to increased food costs due to the addition
of fuel surcharges on the delivery of goods,  increased  produce costs caused by
weather conditions causing the loss of crops, dairy prices have 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,  decreased 5% as a percentage  of
sales,   attributable   to  the  spread  of  fixed  costs  over  more  revenues.
Depreciation and amortization  expense decreased by approximately $396 from 2006
to  2007  due to  certain  fixed  assets  reaching  the end of  their  estimated
depreciable lives.  Management expects  depreciation and amortization to decline
until the Company can carry out its expansion plans.  Depreciation  expense will
increase as these plans are completed and as new assets are acquired.

LIQUIDITY AND CAPITAL RESOURCES

         As of March 31,  2007,  the  Company has a working  capital  deficit of
approximately  $3,485,170.  The Company's  continued existence is dependent upon
its  ability to execute  its  operating  plan and to obtain  additional  debt or
equity  financing.  There  can be no  assurance  the  necessary  debt or  equity
financing  will be  available,  or will be available on terms  acceptable to the
Company.

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

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



                                       18

<PAGE>



         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 2007 and 2006, the Company generated  approximately $258,000 and
$536,000,  respectfully,  cash  from  investing  activities  from  the  sale  of
marketable equity securities.  As of March 31, 2007, the company owns marketable
securities valued at approximately  $478,000 with  corresponding  liabilities of
$1,509,000.

         During 2007 and 2006, the Company has raised approximately  $17,000 and
$19,500   through   short-term   notes   payable  and  advances   from  majority
stockholders. The net proceeds to the Company were used for working capital.

         For  the  three  months  ended  March  31,  2007  and  2006,  operating
activities used approximately $12,000 and $44,000 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.

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.

                                       19

<PAGE>



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 September  2006, the FASB issued SFAS No. 157,  "Accounting for Fair
Value  Measurements."  SFAS No.  157  defines  fair  value,  and  establishes  a
framework for measuring fair value in generally accepted  accounting  principles
and expandsdisclosure  about fair value measurements.  SFAS No. 157 is effective
for the Company for financial statements issued subsequent to November 15, 2007.
The Company does not expect the new standard to have any material  impact on the
financial position and results of operations.

         In February  2007, the FASB issued SFAS No. 159, "The Fair Value Option
for Financial Assets and Financial  Liabilities" ("SFAS 159"). SFAS 159 provides
companies with an option to report selected  financial assets and liabilities at
fair value. The objective of SFAS 159 is to reduce both complexity in accounting
for financial  instruments  and the  volatility in earnings  caused by measuring
related  assets  and  liabilities  differently.  Generally  accepted  accounting
principles have required different  measurement  attributes for different assets
and liabilities that can create artificial volatility in earnings.  The FASB has
indicated   it  believes   that  SFAS  159  helps  to  mitigate   this  type  of
accounting-induced volatility by enabling companies to report related assets and
liabilities  at fair value,  which would likely reduce the need for companies to
comply  with  detailed  rules for hedge  accounting.  SFAS 159 also  establishes
presentation  and  disclosure  requirements  designed to facilitate  comparisons
between companies that choose different measurement attributes for similar types
of assets and liabilities.  SFAS 159 does not eliminate disclosure  requirements
included in other accounting standards,  including  requirements for disclosures
about  fair  value  measurements   included  in  SFAS  157  and  SFAS  No.  107,
"Disclosures  about Fair Value of Financial  Instruments." SFAS 159 is effective
for the Company as of the  beginning  of fiscal year 2009.  The adoption of this
pronouncement  is not  expected  to have an  impact on the  Company's  financial
position, results of operations or cash flows.



                                       20

<PAGE>



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  March  31,  2007,  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
         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




                                       21

<PAGE>



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 1st quarter 2007.


                                       22

<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:     May 15, 2007        By:  /s/ Joseph Fiore
       --------------------       ----------------------------------------------
                                   Joseph Fiore
                                   C.E.O., C.F.O., Chairman, Secretary, Director
                                   (Principal Executive & Accounting Officer)



                                       23

<PAGE>