# UNITED STATESSECURITIES
AND EXCHANGE COMMISSION Washington, D.C. 20549

# FORM 10-QSB

(Mark One)

# [X]          QUARTERLY REPORT
UNDER SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For the quarterly
period ended:  June 30, 2004

# [ ]          TRANSITION REPORT
UNDER SECTION 13 OR 15(d) OF THEEXCHANGE 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  
of incorporation or organization) | (IRS Employer
Identification No.)

670 White Plains Road,
Suite 120, Scarsdale, New York, 10583                                      (Address of
principal executive offices)

(914) 725-2700Issuers telephone
number

APPLICABLE ONLY TO
CORPORATE ISSUERS

State
the number of shares outstanding of each of the issuers classes of common equity, as
of the latest practical date:June 30, 2004 45,048,299

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

---



# PART I 
FINANCIAL INFORMATION

# Item 1. Financial Statements

EAT AT JOES LTD., AND
SUBSIDIARIESCONSOLIDATED BALANCE SHEETS

|                                                | June 30,
2004 | December 31,
2003
|----------------------------------------------- | ------------- | -----------------
|ASSETS                                          |               |                  
|Current Assets:                                 |               |                  
|Cash and cash equivalents                       |               |                  
|Receivables                                     |               |                  
|Inventory                                       |               |                  
|Prepaid expense                                 |               |                  
|Marketable Securities                           |               |                  
|                                                |               |                  
|Total Current Assets                            |               |                  
|                                                |               |                  
|Property and equipment:                         |               |                  
|Equipment                                       |               |                  
|Furniture & Fixtures                            |               |                  
|Leasehold improvements                          |               |                  
|                                                |               |                  
|                                                |               |                  
|Less accumulated depreciation                   |               |                  
|                                                |               |                  
|Total Property & Equipment                      |               |                  
|                                                |               |                  
|Other Assets:                                   |               |                  
|Intangible and other assets net of amortization |               |                  
|of $98,560 and $90,818, respectively            |               |                  
|                                                |               |                  
|Total Assets                                    |               |                  
|                                                |               |                  

---



EAT AT JOES LTD.,
AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS  (Continued)

|                                                        | June 30,
2004 | December 31,
2003
|------------------------------------------------------- | ------------- | -----------------
|LIABILITIES                                             |               |                  
|Current Liabilities:                                    |               |                  
|Accounts payable and accrued liabilities                |               |                  
|Short-term notes payable                                |               |                  
|Shareholders loans                                      |               |                  
|                                                        |               |                  
|Total Current Liabilities                               |               |                  
|                                                        |               |                  
|Convertible Debentures, Net of Issue Costs              |               |                  
|                                                        |               |                  
|Total Liabilities                                       |               |                  
|                                                        |               |                  
|STOCKHOLDERS EQUITY                                     |               |                  
|Preferred stock - $0.0001 par value.  10,000,000 shares |               |                  
|Authorized; 2 shares issued and outstanding             |               |                  
|at June 30, 2004 and December 31, 2003                  |               |                  
|Common Stock - $0.0001 par value.  50,000,000 shares    |               |                  
|Authorized.45,048,299 issued and outstanding            |               |                  
|at June 30, 2004 and December 31, 2003                  |               |                  
|Additional paid-in capital                              |               |                  
|Cumulative Unrealized Gains & Losses                    |               |                  
|Retained deficit                                        |               |                  
|                                                        |               |                  
|Total Stockholders' Equity                              |               |                  
|                                                        |               |                  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              |               |                  
|                                                        |               |                  

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

---



EAT AT JOES LTD.,
AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS

|                                    | For the three months ended
June 30, | For the six months ended
June 30,
|----------------------------------- | ----------------------------------- | ---------------------------------
|
|Revenues                            |                                     |                                  
|Cost of Revenues                    |                                     |                                  
|                                    |                                     |                                  
|Gross Margin                        |                                     |                                  
|Expenses                            |                                     |                                  
|Labor and Related Expenses          |                                     |                                  
|Rent                                |                                     |                                  
|Other General and Administrative    |                                     |                                  
|                                    |                                     |                                  
|Income (Loss) Before Depreciation   |                                     |                                  
|Depreciation and Amortization       |                                     |                                  
|                                    |                                     |                                  
|Net Loss from Continuing Operations |                                     |                                  
|                                    |                                     |                                  
|Other Income (Expense)              |                                     |                                  
|Interest and Dividends, Net         |                                     |                                  
|Gain (Loss) on Sale of Investments  |                                     |                                  
|                                    |                                     |                                  
|Net Loss Before Income Taxes        |                                     |                                  
|Income Tax Expense (Benefit)        |                                     |                                  
|                                    |                                     |                                  
|Net Loss To Common Stockholders     |                                     |                                  
|                                    |                                     |                                  
|Loss Per Common Share               |                                     |                                  
|                                    |                                     |                                  
|Weighted Average Shares             |                                     |                                  
|                                    |                                     |                                  

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

---



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

|                                                              | For the six months ended
June 30,
|------------------------------------------------------------- | ---------------------------------
|
|Cash Flows From Operating Activities                          |                                  
|Net loss for the period                                       |                                  
|Adjustments to reconcile net loss to net cash                 |                                  
|Provided by operating activities                              |                                  
|Depreciation and amortization                                 |                                  
|Loss on sale of marketable securities                         |                                  
|Unrealized Gain (Loss) on marketable securities               |                                  
|Decrease (Increase) in receivables                            |                                  
|Decrease (Increase) in prepaid expense                        |                                  
|Increase in accounts payable and accrued liabilities          |                                  
|                                                              |                                  
|Net Cash Provided by (Used in) Operating Activities           |                                  
|                                                              |                                  
|Cash Flows From Investing Activities                          |                                  
|Purchase of marketable securities                             |                                  
|Proceeds from sale of marketable securities                   |                                  
|Purchase of property and equipment                            |                                  
|                                                              |                                  
|Net Cash Provided by Investing Activities                     |                                  
|                                                              |                                  
|Cash Flows From Financing Activities                          |                                  
|Advances from majority stockholders                           |                                  
|Repayment of notes payable                                    |                                  
|                                                              |                                  
|Net Cash Provided by Financing Activities                     |                                  
|                                                              |                                  
|Increase (Decrease) in Cash                                   |                                  
|Cash at beginning of period                                   |                                  
|                                                              |                                  
|Cash at End of Period                                         |                                  
|                                                              |                                  
|Supplemental Disclosure of Interest and Income Taxes Paid     |                                  
|Interest paid during the period                               |                                  
|                                                              |                                  
|Income taxes paid during the period                           |                                  
|                                                              |                                  
|Supplemental Disclosure of Non-cash Investing                 |                                  
|and Financing Activities:                                     |                                  
|Marketable Securities acquired through related party payables |                                  
|Marketable Securities acquired through contributed capital    |                                  

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

---



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

NOTE 1 
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

The
unaudited financial statements as of June 30, 2004 and for the six months then ended
reflect, in the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to fairly state the financial position and results of
operations for the six months. Operating results for interim periods are not necessarily
indicative of the results which can be expected for full years.

Organization and Basis of
Presentation

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

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

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

Nature of Business

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

---



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

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

Principles of
Consolidation

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

Inventories

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

Income Taxes

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

Cash and Cash Equivalents

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

---



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

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

Depreciation

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

| |                                                                      |                                  
| | -------------------------------------------------------------------- | ---------------------------------
| | Furniture & Fixtures  
Equipment             
Leasehold improvements | 5-10 years
5-  7 years
8-15 years

Maintenance
and repairs are charged to operations; betterments are capitalized. The cost of property
sold or otherwise disposed of and the accumulated depreciation thereon are eliminated from
the property and related accumulated depreciation accounts, and any resulting gain or loss
is credited or charged to income.

Amortization

Intangible
assets are amortized over useful life of 10 years.

The
Company has adopted the Financial Accounting Standards Board SFAS No., 121,
Accounting for the Impairment of Long-lived Assets. SFAS No. 121 addresses the
accounting for (i) impairment of long-lived assets, certain identified intangibles and
goodwill related to assets to be held and used, and (ii) long-live lived assets and
certain identifiable intangibles to be disposed of. SFAS No. 121 requires that long-lived
assets and certain identifiable intangibles be held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. If the sum of the expected future cash flows from the
used of the asset and its eventual disposition (undiscounted and without interest charges)
is less than the carrying amount of the asset, an impairment loss is recognized.

---



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

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

Earnings (Loss) Per Share

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

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

Pervasiveness of Estimates

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

Concentration of Credit
Risk

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

Reclassifications

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

---



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

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

Investment in Marketable
Securities

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

Investments
in securities are summarized as follows:

|                              | June 30, 2004
|----------------------------- | -------------
|
|Available-for-sale securities |              
|                              |              

|                              | December 31, 2003
|----------------------------- | -----------------
|
|Available-for-sale securities |                  
|                              |                  

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

|                      | For the Three Months Ended
June 30, | For the Six Months Ended
June 30,
|--------------------- | ----------------------------------- | ---------------------------------
|
|Sale Proceeds         |                                     |                                  
|                      |                                     |                                  
|Gross Realized Losses |                                     |                                  
|                      |                                     |                                  
|Gross Realized Gains  |                                     |                                  
|                      |                                     |                                  

---



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

NOTE 2  SHORT-TERM
NOTES PAYABLE

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

NOTE 3  INCOME TAXES

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

NOTE 4  RELATED
PARTY TRANSACTIONS

During
2004 and 2003, officers of the Company, and/or companies controlled by the officers paid
expenses and made advances to the Company. As of June 30, 2004 and December 31, 2003,
$1,873,294 and $1,814,794 in advances was due to these officers.

During
the six months ended June 30, 2004 and the year ended December 31, 2003, the Company
acquired marketable securities from a related party pursuant to a joint venture agreement.
In accordance with the agreement the Company acquired marketable securities valued at
$1,310,875 and $3,899,079, respectively, in exchange for accounts payable of $1,048,700
and $2,921,529, respectively, with the remainder being reported as contributed capital of
$262,175 and $977,550, respectively. During the six months ended June 30, 2004 and 2003,
the Company has sold marketable securities for $1,853,672 and $6,644, respectively, and
recorded a net loss on sale of $20,174 and $3,588, respectively. As of June 30, 2004 and
December 31, 2003, the remaining securities are recorded in the accompanying Balance Sheet
at their fair market values of $1,419,454 and $2,611,830, respectively, and accounts
payable include $1,516,026 and $2,281,989, respectively due to related parties.

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

---



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

NOTE 5  PURCHASE OF
SUBSIDIARIES

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

NOTE 6  RENT AND
LEASE EXPENSE

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

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

|Year Ended December 31,                | Real Property
|-------------------------------------- | -------------
|2004                                   |              
|2005                                   |              
|2006                                   |              
|2007                                   |              
|                                       |              
|Total five year minimum lease payments |              
|                                       |              

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.

---



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

NOTE 7  WARRANTS
& OPTIONS

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

|                                                               | June 30,
2004 | December 31,
2003
|-------------------------------------------------------------- | ------------- | -----------------
|Options & warrants outstanding, beginning of year              |               |                  
|Granted                                                        |               |                  
|Expired                                                        |               |                  
|Exercised                                                      |               |                  
|                                                               |               |                  
|Options & warrants outstanding, end of year                    |               |                  
|                                                               |               |                  
|Exercise price for options & warrants outstanding, end of year |               |                  
|                                                               |               |                  

NOTE 8  CONVERTIBLE
PREFERRED STOCK

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

| | * | No
dividends.
| | - | -------------

| | * | Convertible
to common stock at the average closing bid price for the Companys common stock for
the 5 trading days prior to the conversion date, and is adjustable to prevent dilution.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

| | * | Entitled
to liquidation preference at par value.
| | - | ------------------------------------------------

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

---



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

NOTE 9  BUSINESS
CONDITION

The
Company has incurred a net loss from operations for the six months ended June 30, 2004 and
2003 of $229,851 and $148,265,respectively, and the Company used cash of $224,340 $45,584
in operating activities for the six months ended June 30, 2004 and 2003. As of June 30,
2004, the Company had a working capital deficit of $1,566,140. Management plans to open at
least four new restaurants during the next 12 months. The Company needs to obtain
additional financing to fund payment of obligations and to provide working capital for
operations and to finance future growth. The Company is actively pursuing alternative
financing and has had discussions with various third parties, although no firm commitments
have been obtained. In the interim, shareholders of the Company have committed to meeting
its operating expenses. Management believes these efforts will generate sufficient cash
flows from future operations to pay the Companys obligations and realize other
assets. There is no assurance any of these transactions will occur.

NOTE 10  JOINT
VENTURE AGREEMENTS

On
August 8, 2003, the Board resolved to enter into a joint venture agreement with Berkshire
Capital Management Co., Inc., a related party, for the purpose of utilizing the
Companys tax loss carry forward to sell Berkshires acquired free trading stock
in other public companies.

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

NOTE 11  SALE OF
SUBSIDIARY

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

---



General  This discussion
should be read in conjunction with Managements Discussion and Analysis of Financial
Condition and Results of Operations in the Companys annual report on Form 10-KSB for
the year ended December 31, 2003.

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

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

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

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

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

---



# Results of Operations

Total Revenues  For the three
months ended June 30, 2004 and 2003, the Company had total sales of approximately $304,000
and $309,000 respectively. For the six months ended June 30, 2004 and 2003, the Company
had total sales of approximately $579,000 and $609,000 respectively.

Costs and Expenses  For the
three months ended June 30, 2004 and 2003, the Company had a net loss of approximately
$128,000 and $69,000 respectively. For the six months ended June 30, 2004 and 2003, the
Company had a net loss of approximately $230,000 and $148,000 respectively. The net loss
for 2004 and 2003 is largely attributable to additional expenses incurred as the Company
increases its Corporate overhead structure for the development of additional locations.

# LIQUIDITY AND CAPITAL
RESOURCES

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

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

During
2004, the Company generated approximately $559,000 cash from investing activities from the
sale of marketable equity securities. As of June 30, 2004, the company owns marketable
securities valued at approximately $1,419,000 with corresponding liabilities of
$1,516,000.

During
2004 and 2003, the Company has raised approximately $59,000 and $36,000 through short-term
notes payable and advances from majority stockholders. The net proceeds to the Company
were used for additional unit development and working capital.

For
the six months ended June 30, 2004 and 2003, operating activities used approximately
$224,000 and $46,000 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

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estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent assets and
liabilities of the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Note 1 to the Consolidated Financial Statements
describes the significant accounting policies and methods used in the preparation of the
Consolidated Financial Statements. Estimates are used for, but not limited to,
contingencies and taxes. Actual results could differ materially from those estimates. The
following critical accounting policies are impacted significantly by judgments,
assumptions, and estimates used in the preparation of the Consolidated Financial
Statements.

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

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

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

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# Item 3. Controls and
Procedures

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

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

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

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

# PART II  OTHER
INFORMATION

# Item 1. Legal Proceedings

None.

# Item 2. Changes in
Securities

None.

# Item 3. Defaults Upon
Senior Securities

None.

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

None

# Item 5. Other Information

None.

# Item 6. Exhibits and
Reports on Form 8-K

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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 2004.

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# SIGNATURES

In
accordance with the requirements of the Exchange Act, the registrant caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

EAT AT JOES
LTD.(Registrant)

| |                           |                                                                                                                                                                       
| | ------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | DATE:     August 13, 2004 | By: /s/ Joseph Fiore                          
      Joseph Fiore
      C.E.O., C.F.O., Chairman, Secretary, Director
      (Principal Executive & Accounting Officer)

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