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: June 30, 2002
                                                 ----------------

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

                        For the transition period from to

                         Commission file number 33-20111

                                Eat at Joe's Ltd.
        (Exact name of small business issuer as specified in its charter)


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

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

                                 (914) 725-2700
                            Issuer's telephone number

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common  equity,  as of the  latest  practical  date:  June 30,  2002  45,048,299
                                                     ---------------------------

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



<PAGE>





                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements



                         INDEPENDENT ACCOUNTANT'S REPORT



Eat at Joe's, Ltd.


     We have reviewed the accompanying  balance sheets of Eat at Joe's,  Ltd. as
of June 30, 2002 and December 31, 2001, and the related statements of operations
for the three and six months  ended June 30,  2002 and 2001,  and cash flows for
the six months ended June 30, 2002 and 2001. These financial  statements are the
responsibility of the Company's management.

     We conducted our review in accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.

     Based on our review,  we are not aware of any material  modifications  that
should  be made  to the  accompanying  financial  statements  for  them to be in
conformity with generally accepted accounting principles.

                                                   Respectfully submitted



                                                   /S/ ROBISON, HILL & CO.
                                                   Certified Public Accountants

Salt Lake City, Utah
August 7, 2002







<PAGE>



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

                                                                  June 30,       December 31,
                                                                    2002             2001
                                                               ---------------  --------------
ASSETS
Current Assets:
<S>                                                            <C>              <C>
Cash and cash equivalents                                      $        70,977  $       62,176
Inventory                                                                7,500          19,116
Prepaid expense                                                          7,849           8,210
                                                               ---------------  --------------

     Total Current Assets                                               86,326          89,502
                                                               ---------------  --------------

Property and equipment:
Equipment                                                              101,622         120,150
Furniture & Fixtures                                                     1,083           3,964
Leasehold improvements                                                 376,166         577,581
                                                               ---------------  --------------
                                                                       478,871         701,695
Less accumulated depreciation                                         (248,717)       (287,902)
                                                               ---------------  --------------

                                                                       230,154         413,793
                                                                                       =======
                                                               ---------------  --------------

Other Assets:
Investments                                                            100,000         100,000
Intangible and other assets net of amortization
  of $67,593 and $59,851, respectively                                  87,244          94,986
                                                               ---------------  --------------

     Total Assets                                              $       503,724  $      698,281
                                                               ===============  ==============
</TABLE>






<PAGE>



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

                                                                  June 30,       December 31,
                                                                    2002             2001
                                                               ---------------  --------------
LIABILITIES
Current Liabilities:
<S>                                                            <C>              <C>
Accounts payable and accrued liabilities                       $       317,315  $      334,247
Short-term notes payable                                               359,803         361,996
Shareholders loans                                                   1,701,516       1,616,843
                                                               ---------------  --------------

     Total Current Liabilities                                       2,378,634       2,313,086
                                                               ---------------  --------------

Convertible Debentures, Net of Issue Costs                           1,528,385       1,462,533
                                                               ---------------  --------------

     Total Liabilities                                               3,907,019       3,775,619
                                                               ---------------  --------------

STOCKHOLDERS EQUITY
Preferred stock - $0.0001 par value.  10,000,000 shares
   authorized; -0- shares issued and outstanding at June 30,
   2002 and December 31, 2001                                                -               -
Common Stock - $0.0001 par value.  50,000,000 shares
   Authorized.45,048,299 issued and outstanding at June 30,
   2002 and December 31, 2001                                            4,505           4,505
Additional paid-in capital                                           9,927,476       9,927,476
Cumulative Translation Adjustment                                            -          32,581
Retained deficit                                                   (13,335,276)    (13,041,900)
                                                               ---------------  --------------

     Total Stockholders' Equity                                     (3,403,295)     (3,077,338)
                                                               ---------------  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $       503,724  $      698,281
                                                               ===============  ==============
</TABLE>









                       See accompanying notes and accountants' report.


<PAGE>



                             EAT AT JOE'S LTD., AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                     For the three months ended       For the six months ended
                                                                              June 30,                        June 30,
                                                                   ------------------------------- -------------------------------
                                                                        2002            2001            2002             2001
                                                                   --------------  --------------- ---------------  --------------

<S>                                                                <C>             <C>             <C>              <C>
Revenues                                                           $      293,159  $       483,040 $       694,444  $      843,141
Cost of Revenues                                                           96,772          176,011         259,915         323,102
                                                                   --------------  --------------- ---------------  --------------
Gross Margin                                                              196,387          307,029         434,529         520,039
                                                                                                           =======

Expenses
   Labor and Related Expenses                                              64,566           98,781         146,707         186,438
   Rent                                                                    28,733           80,984          68,176         120,254
   Other General and Administrative                                       102,975          108,589         212,974         300,749
                                                                   --------------  --------------- ---------------  --------------
Income (Loss) Before Depreciation and Amortization                            113           18,675           6,672         (87,402)
   Depreciation and Amortization                                           19,420           31,338          50,103          61,621
                                                                   --------------  --------------- ---------------  --------------

Net Loss from Continuing Operations                                       (19,307)         (12,663)        (43,431)       (149,023)
                                                                   --------------  --------------- ---------------  --------------

Other Income (Expense)
   Disposition of Assets                                                 (154,434)               -        (154,434)        (87,352)
   Other Income (Expense), Net                                            (33,553)          (5,160)        (95,411)         44,274
                                                                   --------------  --------------- ---------------  --------------

Net Loss Before Income Taxes                                             (207,294)         (17,823)       (293,276)       (192,101)
Income Tax Expense (Benefit)                                                   50               50             100             100
                                                                   --------------  --------------- ---------------  --------------

Net Loss To Common Stockholders                                    $     (207,344) $       (17,873)$      (293,376) $     (192,201)
                                                                   ==============  =============== ===============  ==============

Basic and Diluted Loss Per Common Share                            $       0.00    $        0.00   $      (0.01)    $       0.00
                                                                   ==============  =============== ===============  ==============

Weighted Average Number of Common Shares                               45,048,299       45,016,285      45,048,299      44,955,961
                                                                   ==============  =============== ===============  ==============
</TABLE>

                       See accompanying notes and accountants' report.


<PAGE>



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


                                                                  For the six months ended
                                                                          June 30,
                                                               -------------------------------
                                                                    2002             2001
                                                               ---------------  --------------
Cash Flows From Operating Activities
<S>                                                            <C>              <C>
   Net loss for the period                                     $      (293,376) $     (192,201)
Adjustments to reconcile net loss to net cash
   Provided by operating activities
     Depreciation and Amortization                                      50,103          46,329
     Write Down of Assets                                              137,366         104,530
     Currency Translation Adjustment                                   (11,452)       (116,217)
     Stock issued for services and expenses                                  -           7,667
     Decrease (Increase) in Receivables                                      -           3,411
     Decrease (Increase) in inventory                                        6             196
     Decrease (Increase) in prepaid expense                                110         (18,206)
     Increase in accounts payable and accrued liabilities               48,921          98,504
                                                               ---------------  --------------
Net Cash Provided by (Used in) Operating Activities                    (68,322)        (65,987)
                                                               ---------------  --------------

Cash Flows From Investing Activities
   Purchase of property and equipment                                   (5,357)         (5,750)
                                                               ---------------  --------------
Net Cash Provided by Investing Activities                               (5,357)         (5,750)
                                                               ---------------  --------------

Cash Flows From Financing Activities
   Advances from majority stockholders                                  84,673          71,240
   Repayment of long-term notes payable                                 (2,492)         (7,727)
   Proceeds from short-term notes payable                                  299          22,960
                                                               ---------------  --------------

Net Cash Provided by Financing Activities                               82,480          86,473
                                                               ---------------  --------------

Increase (Decrease) in Cash                                              8,801          14,736
Cash at beginning of period                                             62,176          14,670
                                                               ---------------  --------------

Cash at End of Period                                          $        70,977  $       29,406
                                                               ===============  ==============


Supplemental Disclosure of Interest and Income Taxes Paid
   Interest paid during the period                             $             -  $            -
                                                               ===============  ==============
   Income taxes paid during the period                         $             -  $        2,720
                                                               ===============  ==============
</TABLE>
Supplemental Disclosure of Non-cash Investing
 and Financing Activities:     None

                       See accompanying notes and accountants' report.


<PAGE>



                              EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001


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,  2002 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.

     During the year ended December 31, 2000,  the Company  changed the domicile
of each of the following  subsidiaries  to Nevada;  E.A.J.  Hold,  Inc.,  E.A.J.
Shoppes,  Inc., E.A.J.  Innerharbor,  Inc., E.A.J.  Neshaminy,  Inc., E.A.J. PM,
Inc., E.A.J.  Echelon,  Inc., E.A.J.  Market East, Inc., E.A.J. MO, Inc., E.A.J.
Syracuse, Inc., E.A.J. Walnut Street, Inc., and E.A.J. Owings, Inc.








<PAGE>



                              EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                          (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, Eat At Joe's, LTD, a New Jersey corporation,  E.A.J.
Innerharbor,  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.

Nature of Business

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

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.










<PAGE>



                              EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                          (Continued)


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

Depreciation

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

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

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

Amortization

     Intangible assets are amortized over useful life of 10 years.

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

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.



<PAGE>



                              EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                          (Continued)


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

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.

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.

Earnings (Loss) Per Share

     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 three months ended March 31, 2002 and 2001.

     The  reconciliations  of the  numerators  and  denominators  of  the  basic
earnings per share computations are as follows:


                                                                    Per Share
                                     Income          Shares          Amount
                                 --------------  --------------  ---------------
                                  (Numerator)    (Denominator)

                                    For the three months ended June 30, 2002
                                 -----------------------------------------------
Basic EPS
Net Loss to common
shareholders                     $     (207,344)     45,048,299  $             -
                                 ==============  ==============  ===============








<PAGE>



                              EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                          (Continued)


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

Earnings (Loss) Per Share (Continued)


                                                                    Per Share
                                     Income          Shares          Amount
                                 --------------  --------------  ---------------
                                  (Numerator)    (Denominator)

                                    For the three months ended June 30, 2001
                                 -----------------------------------------------
Basic EPS
Net Loss to common
shareholders                     $      (17,873)     45,016,285  $             -
                                 ==============  ==============  ===============

                                     For the six months ended June 30, 2002
                                 -----------------------------------------------
Basic EPS
Net Loss to common
shareholders                     $     (293,376)     45,048,299  $        (0.01)
                                 ==============  ==============  ===============

                                     For the six months ended June 30, 2001
                                 -----------------------------------------------
Basic EPS
Net Loss to common
shareholders                     $     (192,201)     44,955,961  $             -
                                 ==============  ==============  ===============

Reclassifications

     Certain  reclassifications  have been made in the 2001 financial statements
to conform with the 2002 presentation.

NOTE 2 - SHORT-TERM NOTES PAYABLE

     Short-Term  Notes Payable  consist of loans from  unrelated  entities as of
June 30, 2002 and  December  31,  2001.  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 June 30, 2002, the Company had a net operating loss  carryforward for
income tax reporting  purposes of  approximately  $13,000,000 that may be offset
against future taxable income through 2022. Current tax laws limit the amount of
loss available to be offset against future taxable


<PAGE>



                              EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                          (Continued)

NOTE 3 - INCOME TAXES (Continued)

     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 - PURCHASE OF SUBSIDIARIES

     The Company has entered into a non-binding letter of intent to acquire a 16
unit  regional  restaurant  chain.  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.

NOTE 5 - RENT AND LEASE EXPENSE

     The Company occupies various retail restaurant space under operating leases
beginning October 1997 and expiring at various dates through 2012.

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


  Year Ended December 31,                        Real Property      Equipment
---------------------------                      --------------  ---------------
        2002                                     $      128,496  $             -
        2003                                             84,996                -
        2004                                             84,996                -
        2005                                             84,996                -
        2006                                             84,996                -
                                                 --------------  ---------------

                                                                 ---------------
        Total minimum future lease payments      $      468,480  $             -
                                                 ==============  ===============

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









<PAGE>



                              EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                          (Continued)


NOTE 6 - RELATED PARTY TRANSACTIONS

     During 2001 and the six months ended June 30, 2002, an officer,  Joe Fiore,
CEO of the Company, and/or companies controlled by the officer paid expenses and
made  advances to the Company.  As of June 30, 2002,  $1,701,516 in advances was
due to Mr. Fiore.

NOTE 7 - CONVERTIBLE PREFERRED STOCK, DEBENTURES, WARRANTS & OPTIONS

     Holders of Convertible  Preferred  Stock received  1,086,957  shares of the
Company's  Common  stock  during  2000 in  conversion  of 2 shares  of  Series B
Convertible  Preferred  Stock.  As of December  31, 2000 there were no remaining
shares of Convertible Preferred Stock outstanding.

     During 2000, holders of $162,500 of Convertible debentures received 800,000
shares of Common Stock on conversion of debentures.

     The following  table sets forth the options and warrants  outstanding as of
June 30, 2002 and December 31, 2001.
<TABLE>
<CAPTION>
                                                                  June 30,       December 31,
                                                                    2002             2001
                                                               ---------------  --------------

<S>                                                                  <C>             <C>
Options & warrants outstanding, beginning of year                    1,247,750       1,247,750

        Granted                                                              -               -
        Expired                                                              -               -
        Exercised                                                            -               -
                                                               ---------------  --------------

Options & warrants outstanding, end of year                          1,247,750       1,247,750
                                                               ===============  ==============

Exercise price for options & warrants outstanding, end of year $0.50 to $1.79   $0.50 to $1.79
                                                               ===============  ==============
</TABLE>

NOTE 8 - RESTAURANT CLOSURES

     During 2000, E.A.J. MO, Inc., E.A.J.  Shoppes,  Inc., E.A.J. Walnut Street,
Inc., and the third 137855 Ontario restaurants were closed and substantially all
assets and leasehold improvements abandoned. This abandonment of assets has been
reported in the  financial  statements as a loss on sale of assets at $1,808,168
for the year ended December 31, 2000.




<PAGE>



                              EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                          (Continued)


NOTE 8 - RESTAURANT CLOSURES (Continued)

     During the three months ended June 30, 2002,  the  restaurant in Etobicoke,
Ontario,   Canada  was  closed  and   substantially  all  assets  and  leasehold
improvements  abandoned.  This  abandonment  of assets has been  reported in the
financial  statements as a loss on sale of assets at $154,434 for the six months
ended June 30, 2002.

NOTE 10 - BUSINESS CONDITION

     The  Company  has  incurred a net loss from  operations  for the six months
ended  June 30,  2002 and 2001 of $43,431  and  $149,023  respectively,  and the
Company  used cash of $68,322 in operating  activities  for the six months ended
June 30,  2002,  and used cash of $65,987 in  operating  activities  for the six
months  ended June 30,  2001.  As of June 30,  2002,  the  Company had a working
capital  deficit  of  $2,293,308.  Management  plans to open at  least  four new
restaurants  during 2002.  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.


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, 2001.

Results of  Operations - From March 1, 1990 to December 12, 1995 the Company was
an inactive corporation. From December 12, 1995 to November 1997 the Company was
a  development  stage  company and had not begun  principal  operations.  During
November and December,  1997 two restaurants  were opened and began  operations.
Two restaurants were opened,  during May 1998, and three restaurants were opened
during third quarter 1998 (1 per month) and one  restaurant was opened and began
operations  during  October  1998.  During March 1999 the Company  purchased and
began  operating three  restaurants in Ontario  Canada.  During second and third
quarter of 1999, four U.S.  restaurants and two Canadian restaurants were closed
and substantially all assets and leasehold improvements abandoned.  During 2000,
the Company opened two new restaurants in Ontario, Canada. Also during 2000, the
Company  closed  three  U.S.   restaurants  and  one  Canadian   restaurant  and
substantially all assets and leasehold  improvements were abandoned.  During the
three


<PAGE>



months  ended June 30, 2002,  the Company  closed one  Canadian  restaurant  and
substantially all assets and leasehold improvements were abandoned.

After its review of over one year of  operating  revenues  from the U.S.  units,
management  decided to cease  operations  and cut any  negative  cash drain from
these units. Also, in contemplating  acquisitions,  there would be an overlap of
use clauses in every  center  where these units were  located.  When  management
carefully  reviewed the Canada locations,  although  high-profile,  the economic
costs of occupancy  made  continuing  operations  unfeasible  without  expending
additional  capital of which  management  felt would be utilized more  prudently
within existing  already  cash-flow  positive units.  Management  believes these
closings will strengthen cash flows position after the initial close down costs.

     During  the three  months  ended June 30,  2002 the  company  operated  one
restaurant. During the three months ended June 30, 2001 the Company operated two
restaurants.

Total  Revenues - For the three months ended June 30, 2002 and 2001, the Company
had total sales of approximately $293,000 and $483,000 respectively.

Costs and  Expenses - For the three  months  ended June 30,  2002 and 2001,  the
Company  had a net loss from  operations  of  approximately  $19,000 and $13,000
respectively.

Other Income (Expense),  Net - For the three months ended June 30, 2002 and 2001
the Company reported net other expenses in the amount of approximately  $188,000
and $5,000.  For the three months ended June 30, 2002, these expenses  primarily
represent  losses on  abandonment  of assets and accrued  interest on short term
notes.  For the three  months  ended June 30,  2001,  these  expenses  primarily
represent accrued interest on short term notes.

LIQUIDITY AND CAPITAL RESOURCES

     For the three  months  ended  June 30,  2002 and  2001,  the  Company  used
approximately $35,000 and $31,000 in cash flow from operating activities.

     During the three months  ended June 30, 2002 and 2001 the Company  borrowed
approximately  $28,000 and $47,000,  respectively from shareholder  advances and
short-term notes.

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

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



<PAGE>




                                  PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

        None.

Item 2.  Changes in Securities

        None.

Item 3.  Defaults Upon Senior Securities

        None.

Item 4.  Submission of Matters to a Vote of Security Holders.

        None

Item 5.  Other Information

        None.

Item 6.  Exhibits and Reports on Form 8-K

        Exhibits

               The following exhibits are included as part of this report:

Exhibit
Number         Title of Document


99.1 Certification  Pursuant to 18 U.S.C. S 1350, As Adopted Pursuant to Section
     906 of the Sarbanes-Oxley Act of 2002.

99.2 Certification  Pursuant to 18 U.S.C. S 1350, As Adopted Pursuant to Section
     906 of the Sarbanes-Oxley Act of 2002.


        The Company did not file a report on Form 8-K during 2nd quarter 2002.



<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:     August 13, 2002         By:    /s/ Joseph Fiore
       -----------------------         -----------------------------------------
                                       Joseph Fiore
                                       C.E.O., Chairman, Secretary, Director
                                      (Principal Executive & Accounting Officer)