UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10-Q


(Mark
One)


[X]   QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
quarterly period ended: September 30, 2009





or





[  ]   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 registrant 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)
725-2700


(Registrant's
telephone number)





Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.


☐ Yes ☐
No





Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
      accelerated filer ☐
            Accelerated
      filer ☐


Non-accelerated
      filer ☐  (Do not check if a smaller reporting
      company)
            Smaller
      reporting company √





Indicate
      by check mark whether the  registrant is a shell company (as
      defined by Rule 12b-2 of the Exchange Act). Yes [  ] No [ X
      ]





APPLICABLE
ONLY TO CORPORATE ISSUERS





As of September 30, 2009, there were
106,577,710 shares of the Registrant's common stock, par value $0.0001, issued,
and 20,000 shares of Series E Convertible preferred stock (convertible to
12,500,000 common shares), par value $0.0001.


1





PART
I - FINANCIAL INFORMATION





Item
1.  Financial Statements





EAT AT
JOE’S LTD., AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS











(Unaudited)September
      30,
            
            
            December
      31,2009
            
            
            2008ASSETSCurrent
      Assets:Cash
      and cash equivalents
            
            $
            1,231,436
            
            
            $
            1,131,017Receivables
            
            
            11,300
            
            
            
            8,346Inventory
            
            
            9,400
            
            
            
            9,400Prepaid
      expense
            
            
            15,595
            
            
            
            15,570Loan
      Receivable
            
            
            50,181
            
            
            
            -Trading
      securities
            
            
            223,734
            
            
            
            179,049Available-for-sale
      securities
            
            
            104,020
            
            
            
            174,800Total
      Current Assets
            
            
            1,645,666
            
            
            
            1,518,182Property
      and equipment:Equipment
            
            
            118,503
            
            
            
            118,503Furniture
      & fixtures
            
            
            3,964
            
            
            
            3,964Leasehold
      improvements
            
            
            381,133
            
            
            
            381,133503,600
            
            
            
            503,600Less
      accumulated depreciation
            
            
            (494,583
            )
            
            
            (490,846
            )Total
      Property & Equipment
            
            
            9,017
            
            
            
            12,754Other
      Assets:Intangible
      and other assets net ofamortization
      of $154,837 and $154,837for
      2009 and 2008, respectively
            
            
            -
            
            
            
            -Total
      Other Assets
            
            
            -
            
            
            
            -TOTAL
      ASSETS
            
            $
            1,654,683
            
            
            $
            1,530,936





2


EAT AT
JOE’S LTD., AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS


(Continued)











(Unaudited)September
      30,
            
            
            December
      31,2009
            
            
            2008LIABILITIESCurrent
      Liabilities:Accounts
      payable and accrued liabilities
            
            $
            157,585
            
            
            $
            176,980Related
      party accounts payable
            
            
            8,784
            
            
            
            8,784Short-term
      notes payable
            
            
            172,870
            
            
            
            172,870Related
      party notes payable
            
            
            2,616,828
            
            
            
            2,515,215Convertible
      debentures
            
            
            2,043,702
            
            
            
            2,043,702Total
      Current Liabilities
            
            
            4,999,769
            
            
            
            4,917,551STOCKHOLDERS’
      EQUITYPreferred
      stock - $0.0001 par value.10,000,000
      shares authorized;20,000
      Series E shares issued and outstanding
            
            
            2
            
            
            
            2Common
      Stock - $0.0001 par value.250,000,000
      shares authorized;106,577,710
      issued and outstandingSeptember
      30, 2009 and December 31, 2008.
            
            
            10,658
            
            
            
            10,658Additional
      paid-in capital
            
            
            13,240,515
            
            
            
            13,240,515Unrealized
      gain/loss on available-for-sale securities
            
            
            (94,480
            )
            
            
            2,300Retained
      deficit
            
            
            (16,501,781
            )
            
            
            (16,640,090
            )Total
      Stockholders’ Equity
            
            
            (3,345,086
            )
            
            
            (3,386,615
            )TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            1,654,683
            
            
            $
            1,530,936








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




3


EAT AT
JOE’S LTD., AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF OPERATIONS


(Unaudited)











For
      the three months ended
            
            
            For
      the nine months endedSeptember
      30,
            
            
            September
      30,2009
            
            
            2008
            
            
            2009
            
            
            2008Revenues
            
            $
            319,112
            
            
            $
            428,248
            
            
            $
            979,217
            
            
            $
            1,208,000Cost
      of Revenues
            
            
            136,284
            
            
            
            191,145
            
            
            
            393,628
            
            
            
            495,828Gross
      Margin
            
            
            182,828
            
            
            
            237,103
            
            
            
            585,589
            
            
            
            712,172ExpensesLabor
      and Related Expenses
            
            
            87,843
            
            
            
            110,511
            
            
            
            270,753
            
            
            
            327,899Rent
            
            
            46,784
            
            
            
            46,709
            
            
            
            140,227
            
            
            
            142,214Depreciation
      and Amortization
            
            
            1,217
            
            
            
            831
            
            
            
            3,737
            
            
            
            4,002Other
      General and Administrative
            
            
            31,934
            
            
            
            149,853
            
            
            
            164,992
            
            
            
            543,051Total
      Operating Expenses
            
            
            167,778
            
            
            
            307,904
            
            
            
            579,709
            
            
            
            1,017,166Net
      Operating Income (Loss)
            
            
            15,050
            
            
            
            (70,801
            )
            
            
            5,880
            
            
            
            (304,994
            )Other
      Income (Expense)Interest
      Income
            
            
            1,491
            
            
            
            5,796
            
            
            
            4,305
            
            
            
            18,683Dividend
      Income
            
            
            7
            
            
            
            954
            
            
            
            38
            
            
            
            2,440Interest
      Expense
            
            
            (34,379
            )
            
            
            (31,942
            )
            
            
            (101,613
            )
            
            
            (87,743
            )Unrealized
      Gain (loss) on Trading Securities
            
            
            37,038
            
            
            
            -
            
            
            
            75,443
            
            
            
            -Gain
      (Loss) on Sale of MarketableSecurities
            
            
            152,960
            
            
            
            (54,934
            )
            
            
            154,256
            
            
            
            (525,213
            )Net
      Other Income (Expense)
            
            
            157,117
            
            
            
            (80,126
            )
            
            
            132,429
            
            
            
            (591,833
            )Net
      Loss Before Income Taxes
            
            $
            172,167
            
            
            $
            (150,927
            )
            
            $
            138,309
            
            
            $
            (896,827
            )Income
      Tax (Expense) Benefit
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Net
      Income (Loss)
            
            $
            172,167
            
            
            $
            (150,927
            )
            
            $
            138,309
            
            
            $
            (896,827
            )Basic
      and Diluted Loss Per Common Share:
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            (0.01
            )Weighted
      Average Common Shares and Dilutive Potential Convertible Preferred
      Stock
            
            
            119,077,710
            
            
            
            126,577,710
            
            
            
            119,077,710
            
            
            
            123,132,455








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





4


EAT AT
JOE’S LTD. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(Unaudited)


For
      the nine months endedSeptember
      30,2009
            
            
            2008Cash
      Flows From Operating ActivitiesNet
      gain (loss) for the period
            
            $
            138,309
            
            
            $
            (896,827
            )Adjustments
      to reconcile net loss to net cash
              Provided
      by operating activitiesDepreciation
      and amortization
            
            
            3,737
            
            
            
            4,002Compensation
      expense on stock issued
            
            
            -
            
            
            
            208,000Unrealized
      (gain) loss on trading securities
            
            
            (75,443
            )
            
            
            -(Gain)
      Loss on sale of marketable securities
            
            
            (154,256
            )
            
            
            525,213Decrease
      (Increase) in receivables
            
            
            (2,954
            )
            
            
            (2,196
            )Decrease
      (Increase) in prepaid expense
            
            
            (25
            )
            
            
            (15,686
            )(Decrease)
      Increase in accrued interest payable
            
            
            101,613
            
            
            
            87,743(Decrease)
      Increase in accounts payable and accrued liabilities
            
            
            (19,395
            )
            
            
            (14,405
            )Net
      Cash Used in Operating Activities
            
            
            (8,414
            )
            
            
            (104,156
            )Cash
      Flows From Investing ActivitiesAdvance
      to investment company
            
            
            (50,181
            )
            
            
            -Purchase
      of trading securities
            
            
            (294,675
            )
            
            
            (121,993
            )Purchase
      of available-for-sale securities
            
            
            (80,000
            )
            
            
            -Proceeds
      from sale of trading securities
            
            
            533,689
            
            
            
            470,444Proceeds
      from sale of available-for-sale securities
            
            
            -
            
            
            
            -Net
      Cash Provided by Investing Activities
            
            
            108,833
            
            
            
            348,451Cash
      Flows From Financing ActivitiesAdvances
      from majority stockholders
            
            
            -
            
            
            
            58,500Repayment
      of notes, advances and related party payables
            
            
            -
            
            
            
            (550,000
            )Net
      Cash Provided by (Used in) Financing Activities
            
            
            -
            
            
            
            (491,500
            )Increase
      in Cash
            
            
            100,419
            
            
            
            (247,205
            )Cash
      at beginning of period
            
            
            1,131,017
            
            
            
            1,543,465Cash
      at End of Period
            
            $
            1,231,436
            
            
            $
            1,296,260





Supplemental
      Disclosure of Interest and Income Taxes PaidInterest
      paid during the period
            
            $
            -
            
            
            $
            13,398Income
      taxes paid during the period
            
            $
            -
            
            
            $
            1,525Supplemental
      Disclosure of Non-cash Investing and Financing
      Activities:Marketable
      Securities acquired through related party notes
            
            $
            -
            
            
            $
            470,875Common
      stock issued for compensation
            
            $
            -
            
            
            $
            208,000Unrealized
      gain on tradiing securities
            
            $
            75,443
            
            
            $
            -




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


5


EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
NINE MONTHS  ENDED SEPTEMBER 30, 2009 AND 2008





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.





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





EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
NINE MONTHS  ENDED SEPTEMBER 30, 2009 AND 2008


(Continued)





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





Basis of Presentation
(continued)





The Company had incurred  net
income (loss) for the nine months ended September 30, 2009 and 2008 of $ 138,309
and $(896,827), respectively, and the Company had a working capital deficit of
$3,354,103.  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 restaurant 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





EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
NINE MONTHS  ENDED SEPTEMBER 30, 2009 AND 2008


(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 through 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
      yearsEquipment
            5-
      7 yearsLeasehold
      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





EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
NINE MONTHS  ENDED SEPTEMBER 30, 2009 AND 2008


(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


EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
NINE MONTHS  ENDED SEPTEMBER 30, 2009 AND 2008


(Continued)





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





Recent Accounting
Standards





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 2008. The adoption of this
pronouncement did  not have an impact on the Company's financial
position, results of operations or cash flows.





In December 2007, the FASB issued No.
160, “Noncontrolling Interests in Financial Statements, an amendment of ARB No.
51" (“SFAS 160").  SFAS 160 amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary.  It clarifies that a noncontrolling
interest in a subsidiary is an ownership interest in the consolidated entity
that should be reported as equity in the consolidated financial
statements.  This Statement is effective for fiscal years beginning on
or after December 15, 2008.  Early adoption is not permitted.
Management is currently evaluating the effects of this statement, but it is not
expected to have any impact on the Company’s financial
statements.


10


EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
NINE MONTHS  ENDED SEPTEMBER 30, 2009 AND 2008


(Continued)





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





Recent Accounting
Standards





In December 2007, the
FASB  issued No. 141(R),  “Business Combinations” (“SFAS
141(R)”.  SFAS 141(R) provides companies with principles and
requirements on how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, liabilities assumed, and any
noncontrolling interest in the acquiree as well as the recognition and
measurement of goodwill acquired in a business combination. SFAS 141(R) also
requires certain disclosures to enable users of the financial statements to
evaluate the nature and financial effects of the business combination.
Acquisition costs associated with the business combination will generally be
expensed as incurred. SFAS 141(R) is effective for business combinations
occurring in fiscal years beginning after December 15, 2008, which will require
the Company to adopt these provisions for business combinations occurring in
fiscal 2009 and thereafter. Early adoption of SFAS 141(R) is not
permitted.  Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company’s financial
statements.





In March 2008, the FASB issued No. 161,
“Disclosures about Derivative Instruments and Hedging Activities, an amendment
of FASB Statement No. 133.  (“SFAS 161").  SFAS 161 requires
enhanced disclosures about an entity's derivative and hedging activities and
thereby improves the transparency of financial reporting.  This
Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. This Statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption.  Management is
currently evaluating the effects of this statement, but it is not expected to
have any impact on the Company’s financial statements.





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 12,500,000 and
20,000,000 common shares as of September 30, 2009 and 2008,
respectively.





11





EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
NINE MONTHS  ENDED SEPTEMBER 30, 2009 AND 2008


(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 2008 financial statements to conform with the 2009
presentation.





Fair Value of Financial
Instruments





The carrying value of the Company's
financial instruments, including receivables and accounts payable and accrued
liabilities at  September 30, 2009 and December 31, 2008 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.


12


EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
NINE MONTHS  ENDED SEPTEMBER 30, 2009 AND 2008


(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.





The  Company’s securities
investments that are bought and held principally for the purpose of selling them
in the near term are classified as trading securities.  Trading
securities are recorded at fair value on the balance sheet in current assets,
with the change in fair value during the period included in
earnings.





Investments in securities are
summarized as follows:




December
      31, 2008Gross
            
            
            GrossUnrealized
            
            
            Unrealized
            
            
            FairGain
            
            
            Loss
            
            
            ValueTrading
      securities
            
            $
            -
            
            
            $
            10,908
            
            
            $
            179,049Available-for-sale
      securities
            
            $
            2,300
            
            
            $
            -
            
            
            $
            174,800





September
      30, 2009Gross
            
            
            GrossUnrealized
            
            
            Unrealized
            
            
            FairGain
            
            
            Loss
            
            
            ValueTrading
      securities
            
            $
            75,443
            
            
            $
            -
            
            
            $
            223,734Available-for-sale
      securities
            
            $
            -
            
            
            $
            (94,480
            )
            
            $
            104,020





Results of operations for the nine
months ended September 30, 2009 and the year ended December 31,
2008  include a gain of $75,443 and a charge of $10,908 for unrealized
holding losses on trading securities.  For the nine months ended
September 30, 2009 and the year ended December 31, 2008, other comprehensive
income includes an unrealized holding gain (loss) on available-for-sale
securities of $(94,480) and $2,300.








13


EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
NINE MONTHS  ENDED SEPTEMBER 30, 2009 AND 2008


(Continued)





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





Realized Gains and losses are
determined on the basis of specific identification.  During the nine
months ended September 30, 2009 and 2008, sales proceeds and gross realized
gains and losses on securities classified as available-for-sale securities
were:




For
      the nine months EndedSeptember
      30,2009
            
            
            2008Trading
      securities:Sales
      Proceeds
            
            $
            533,689
            
            
            $
            470,444Gross
      Realized Losses
            
            $
            -
            
            
            $
            525,213Gross
      Realized Gains
            
            $
            154,256
            
            
            $
            -Available-for-sale
      securities:Sale
      Proceeds
            
            $
            -
            
            
            $
            -Gross
      Realized Losses
            
            $
            -
            
            
            $
            -Gross
      Realized Gains
            
            $
            -
            
            
            $
            -





The following table discloses the
assets measured at fair value on a recurring basis and the methods used to
determine fair value:





Fair
      Value Measurements at Reporting Date UsingQuoted
      Prices
            
            
            Significant
            
            
            Significantin
      Active
            
            
            Other
            
            
            UnobservableFair
      Value at
            
            
            Markets
            
            
            Observable
      Inputs
            
            
            InputsSeptember
      30, 2009
            
            
            (Level
      1)
            
            
            (Level
      2)
            
            
            (Level
      3)Trading
      securities
            
            $
            223,734
            
            
            $
            223,734
            
            
            $
            -
            
            
            $
            -Available-for-sale
      securities
            
            
            104,020
            
            
            
            104,020
            
            
            $
            -
            
            
            $
            -Total
            
            $
            327,754
            
            
            $
            327,754
            
            
            $
            -
            
            
            $
            -





Generally, for all trading securities
and available-for-sale securities, fair value is determined by reference to
quoted market prices.





NOTE 2 - SHORT-TERM NOTES
PAYABLE





Short-Term Notes Payable consist of
loans from unrelated entities as of September 30, 2009 and  December
31, 2008.  The notes are payable one year from the date of issuance
together with interest at 6.50% A.P.R.


14


EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
NINE MONTHS  ENDED SEPTEMBER 30, 2009 AND 2008


(Continued)





NOTE 3 - INCOME
TAXES





As of December 31, 2008, the Company
had a net operating loss carryforward for income tax reporting purposes of
approximately $6,100,000 that may be offset against future taxable income
through 2028.  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
      31,2008
            
            
            2007Net
      Operating Losses
            
            $
            2,074,000
            
            
            $
            2,108,000Depreciation
      and Other
            
            
            108,800
            
            
            
            114,000Valuation
      Allowance
            
            
            (2,182,800
            )
            
            
            (2,222,000
            )$
            -
            
            
            $
            -





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




December
      31,
            
            
            December
      31,2008
            
            
            2007Provision
      (Benefit) at US Statutory Rate
            
            $
            (350,200
            )
            
            $
            (191,974
            )Net
      Operating Losses
            
            
            34,000
            
            
            
            136,000Depreciation
      and Other
            
            
            355,400
            
            
            
            185,803Increase
      (Decrease) in Valuation Allowance
            
            
            (39,200
            )
            
            
            (129,829
            )$
            -
            
            
            $
            -





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.





NOTE 4 - UNCERTAIN TAX
POSITIONS





Effective January 1, 2007, the company
adopted the provisions of FASB Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (“FIN
48”). FIN 48 prescribes a recognition threshold and a measurement attribute for
the financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax
position must be more-likely-than-not to be sustained upon examination by taxing
authorities. The adoption of the provisions of FIN 48 did not have a material
impact on the company’s condensed consolidated financial position and results of
operations. At December 31, 2008, the company had no liability for unrecognized
tax benefits and no accrual for the payment of related interest and penalties.
The Company did not record a cumulative effect adjustment relating to the
adoption of FIN 48.





15


EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
NINE MONTHS  ENDED SEPTEMBER 30, 2009 AND 2008


(Continued)





NOTE 4 - UNCERTAIN TAX
POSITIONS (continued)





Interest costs related to unrecognized
tax benefits are classified as “Interest expense, net” in the accompanying
condensed consolidated statements of operations. Penalties, if any, would be
recognized as a component of “Selling, general and administrative expenses”. The
Company recognized $0 of interest and penalties expense related to unrecognized
tax benefits during 2007. In many cases the company’s uncertain tax positions
are related to tax years that remain subject to examination by relevant tax
authorities. With few exceptions, the company is generally no longer subject to
U.S. federal, state, local or non-U.S. income tax examinations by tax
authorities for years before 2004. The following describes the open tax years,
by major tax jurisdiction, as of December 31, 2008:




United
      States (a)
            
            2005
      - Present





(a)
Includes federal as well as state or similar local jurisdictions, as
applicable.





NOTE 5 - RELATED PARTY
TRANSACTIONS





During 2008 and 2007, 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.  All expenses paid on
behalf of the company have been recorded in the consolidated statements of
operations for the period incurred.  As of September 30, 2009 and
December 31, 2008,  $2,616,828 and $2,515,215 (including accrued
interest at 6%) in advances was due to these related parties.





On August 8, 2003, the Board resolved
to enter into an agreement with Berkshire Capital Management Co., Inc., a
related party, for the purpose of utilizing the Company’s tax loss carry forward
to sell Berkshire’s acquired free trading stock in other public
companies.  During the nine months ended September 30, 2009 and 2008 ,
the Company has sold marketable securities acquired under this agreement for
$0 and $21,738,
respectively, and recorded a net loss on sale of $0 and $4,172,
respectively.  As of September 30, 2009 and December 31, 2008, the
remaining securities acquired under this agreement are recorded in the
accompanying Balance Sheets at their quoted market value of$0and $0,
respectively.  As of September 30, 2009 and  December 31,
2008, related party accounts payable include $8,784 and $8,784, respectively,
due to Berkshire Capital.





On May 16, 2007, the Company acquired
3,000,000 shares of Sustainable Power Corp. From Berkshire Capital Management in
exchange for a demand note in the amount of $210,000, carrying an interest rate
of 6% A.P.R.





On May 16, 2007, 45,529,411 restricted
shares of Eat at Joe’s, LTD were issued by the Board of Directors to Berkshire
Capital Management Co, Inc at $0.015 per share in satisfaction of $682,941 in
related party accounts payable due to Berkshire Capital
Management.  The shares were valued using the fair market value of the
stock on the date of issuance.  The fair market value of the stock was
determined by the quoted market price of the stock on the date of
issuance.





On June 14, 2007, the Company acquired
1,000,000 shares of International Oil & Gas Holdings Corp. From Berkshire
Capital Management in exchange for a demand note in the amount of $125,000,
carrying an interest rate of 6% A.P.R.


16


EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
NINE MONTHS  ENDED SEPTEMBER 30, 2009 AND 2008


(Continued)





NOTE 5 - RELATED PARTY
TRANSACTIONS (continued)





On July 17, 2007, the Company acquired
3,000,000 shares of International Oil & Gas Holdings Corp. From Berkshire
Capital Management in exchange for a demand note in the amount of $465,000,
carrying an interest rate of 6% A.P.R.





On August 22, 2007, the Company
acquired 2,000,000 shares of International Oil & Gas Holdings Corp. From
Berkshire Capital Management in exchange for a demand note in the amount of
$160,000, carrying an interest rate of 6% A.P.R.





On September 20, 2007, the Company
acquired 1,000,000 shares of International Oil & Gas Holdings Corp. From
Berkshire Capital Management in exchange for a demand note in the amount of $
55,000, carrying an interest rate of 6% A.P.R.





On January 11, 2008, the Company
acquired 1,000,000 shares of Sustainable Power Corp from Berkshire Capital
Management in exchange for a demand note in the amount of $47,000, carrying an
interest rate of 6% A.P.R.





On February 29, 2008, the Company
acquired 2,000,000 shares of Sustainable Power Corp. From Berkshire Capital
Management in exchange for a demand note in the amount of $ 126,000, carrying an
interest rate of 6% A.P.R.





On February 28, 2008, 16,000,000 shares
at $.013 of common stock were issued to the company’s current officers,
directors and support staff.  The shares were valued using the fair
market value of the stock on the date of issuance.  The fair market
value of the stock was determined by the quoted market price of the stock on the
date of issuance.  Compensation expense of $208,000 resulting from
this issuance has been recorded in the accompanying financial
statements.





On April 24, 2008, the Company acquired
2,000,000 shares of Sustainable Power Corp. From Berkshire Capital Management in
exchange for a demand note in the amount of $71,000, carrying an interest rate
of 6% A.P.R.





On April 24, 2008, the Company acquired
862,500 shares of EFoodSafety.Com from Berkshire Capital Management in exchange
for a demand note in the amount of $163,875, carrying an interest rate of 6%
A.P.R.





On July 1, 2008, the Company acquired
2,000,000 shares of Sustainable Power Corp. from Berkshire Capital Management in
exchange for a demand note in the amount of $63,000, carrying an interest rate
of 6% A.P.R.





17


EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
NINE MONTHS  ENDED SEPTEMBER 30, 2009 AND 2008


(Continued)





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 2010.





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




Year
      Ended December 31,
            
            Real
      Property2009
            
            $
            84,9962010
            
            
            28,3322011
            
            
            -2012
            
            
            -2013
            
            
            -Total
      five year minimum lease payments
            
            $
            113,328





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 7 - 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 which
were amortized over the initial terms of the debt with a maturity date of July
31 and September 2, 2001.





18


EAT AT
JOE’S LTD. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
NINE MONTHS  ENDED SEPTEMBER 30, 2009 AND 2008


(Continued)





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.  (Convertible to
      12,500,000 common shares at September 30,
  2009).


*
            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.





NOTE 9 - NOTE
RECEIVABLE





On September 8, 2009, the company
loaned to an unrelated entity an amount of $50,000.   The note is
payable within 6 months from date of issuance together with interest at 6.0%
A.P.R.   As of September 30, 2009 and December 31,
2008,  note receivable outstanding was $50,181 and $0 (including
accrued interest at 6%).





19


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-K for the year ended December 31, 2008.





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.


20


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 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 nine months ended September 30, 2009, the Company had a net income of
$138,309,  composed of a gain from operations of $5,880 and net other
gain of $132,429.   For the nine months ended September 30, 2008,
the Company had a net loss of $896,827 composed of a loss from operations of
$304,994 and net other loss of $591,833.  Net other income/loss is
primarily due to gains and losses from the sale of trading and available for
sale securities.
 
 For the
three months ended September 30, 2009, the Company had a net income of
$172,167,  composed of a gain from operations of $15,050 and net other
gain of $157,117.   For the three months ended September 30,
2008, the Company had a net loss of $150,927 composed of a loss from operations
of $70,801 and net other loss of $80,126.  Net other income/loss is
primarily due to gains and losses from the sale of trading and available for
sale securities.
 
 Total
Revenues - For the nine months ended September 30, 2009 and 2008, the Company
had total sales of approximately $979,000 and
$1,208,000  respectively, for a decrease of approximately
$229,000.  For the three months ended September 30, 2009 and 2008, the
Company had total sales of approximately $319,000 and $428,000 respectively, for
a decrease of approximately $109,000.  The overall economic condition
of the country has caused airport traffic to decline. Consumers are spending and
traveling less and airlines are eliminating or combining flights. There is a
direct correlation between airport traffic and the Company’s sales, thus the
decrease in revenues in 2009 compared to 2008. As the economy stabilizes and
moves toward a recovery, airport traffic is expected to increase and will be
reflected in increased sales for the Company.
 
 Costs and
Expenses - Costs of
revenues, which include the costs of food, beverage, and kitchen supplies
remained the same as a percentage of sales from 2008 to 2009. The cost of labor,
rent and other general and administrative costs, decreased by 25% as a
percentage of sales for the nine  months ended September 30, 2009
compared to the nine months ended September 30, 2008.  The decrease in
these expenses from 2008 to 2009 is primarily due to the recognition of $208,000
of general and administrative expenses related to the issuance of stock in
February 2008.
 
 The cost of labor, rent and
other general and administrative costs, decreased by 20% as a percentage of
sales for the three months September 30, 2009 compared to the three months ended
September 30, 2008. The decrease in these expenses from 2008 to 2009 is
primarily due to a decrease in payroll and consulting
expenses.
 
 Depreciation
and amortization expense decreased by approximately $265 from 2008 to 2009,
respectively, 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 September 30, 2009, the Company
has a working capital deficit of approximately $3,354,103.  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.


21


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 the nine months ended
September 30, 2009 and 2008, the Company generated approximately $109,000 and
$348,000 respectfully, in cash from investing activities from the purchase and
sale of marketable equity securities.  As of September 30, 2009, the
company owns marketable securities valued at $327,754 with corresponding
liabilities of 1,266,863 in the form of related party payables of $8,784 and
related party notes payable of $1,258,079 (including interest accruing at
6%).





During the nine months ended September
30, 2009 and 2008, the Company raised approximately $0 and $59,000 through
short-term notes payable and advances from Majority stockholders.  The
net proceeds to the Company were used for working capital.  During
2008, the Company repaid $550,000 in shareholder advances from past years. As of
September 30, 2009, approximately $1,056,812 (including interest accruing at 6%)
in advances was due to Joseph Fiore, C.E.O. of the Company.





On May 16, 2007, 45,529,411 restricted
shares of Eat at Joe’s, LTD were issued by the Board of Directors to Berkshire
Capital Management Co, Inc at $0.015 per share in satisfaction of $682,941.00 in
related party accounts payable due to Berkshire Capital
Management.  The shares were valued using the fair market value of the
stock on the date of issuance.  The fair market value of the stock was
determined by the quoted market price of the stock on the date of
issuance.





On February 28, 2008, 16,000,000 shares
at $.013 of common stock were issued to the company’s current officers,
directors and support staff.  The shares were valued using the fair
market value of the stock on the date of issuance.  The fair market
value of the stock was determined by the quoted market price of the stock on the
date of issuance.  Compensation expense of $208,000 resulting from
this issuance has been recorded in the accompanying financial
statements.





For the nine months ended September 30,
2009 and 2008, operating activities used approximately $8,400 and $104,000 in
cash .





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.








22


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





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





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





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.





The  Company’s
securities investments that are bought and held principally for the purpose of
selling them in the near term are classified as trading
securities.  Trading securities are recorded at fair value on the
balance sheet in current assets, with the change in fair value during the period
included in earnings.





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.





23


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 2008. The adoption of this
pronouncement did not have an impact on the Company's financial position,
results of operations or cash flows.





In
December 2007, the FASB issued No. 160, “Noncontrolling Interests in Financial
Statements, an amendment of ARB No. 51" (“SFAS 160").  SFAS 160 amends
ARB 51 to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a
subsidiary.  It clarifies that a noncontrolling interest in a
subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements.  This
Statement is effective for fiscal years beginning on or after December 15,
2008.  Early adoption is not permitted. Management is currently
evaluating the effects of this statement, but it is not expected to have any
impact on the Company’s financial statements.





In December 2007, the FASB issued No.
141(R),  “Business Combinations” (“SFAS 141(R)”.  SFAS
141(R) provides companies with principles and requirements on how an acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, liabilities assumed, and any noncontrolling interest in the acquiree
as well as the recognition and measurement of goodwill acquired in a business
combination. SFAS 141(R) also requires certain disclosures to enable users of
the financial statements to evaluate the nature and financial effects of the
business combination. Acquisition costs associated with the business combination
will generally be expensed as incurred. SFAS 141(R) is effective for business
combinations occurring in fiscal years beginning after December 15, 2008, which
will require the Company to adopt these provisions for business combinations
occurring in fiscal 2009 and thereafter. Early adoption of SFAS 141(R) is not
permitted.  Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company’s financial
statements.





In March 2008, the FASB issued No. 161,
“Disclosures about Derivative Instruments and Hedging Activities, an amendment
of FASB Statement No. 133.  (“SFAS 161").  SFAS 161 requires
enhanced disclosures about an entity's derivative and hedging activities and
thereby improves the transparency of financial reporting.  This
Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. This Statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption.  Management is
currently evaluating the effects of this statement, but it is not expected to
have any impact on the Company’s financial statements.


24


Item
3. Quantitative and Qualitative Disclosures About Market Risk





Not applicable.





Item
4.  Controls and Procedures





The Company's Chief Executive Officer
and Chief Financial Officer are responsible for establishing and maintaining
disclosure controls and procedures for the Company.





(a)
            Evaluation
      of Disclosure Controls and
Procedures





As of the
end of the period covered by this report, the Company carried out an evaluation,
under the supervision and with the participation of the Company's management,
including the Company's President, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant to Rule
13a-15 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Based upon the evaluation, the Company's President concluded that, as of
the end of the period, the Company's disclosure controls and procedures were
effective in timely alerting him to material information relating to the Company
required to be included in the reports that the Company files and submits
pursuant to the Exchange Act.





(b)
            Changes
      in Internal Controls





Based on
this evaluation as of September 30, 2009, there were no 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.





25





PART
II - OTHER INFORMATION





Item
1.  Legal Proceedings





None.





Item
1A.  Risk Factors





None.





Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds





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





The following exhibits are included as
part of this report:





Exhibit Number
            Title of Document31
            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.











26


SIGNATURES





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








EAT AT JOE'S
LTD.


(Registrant)














DATE:  November 16,
      2009





By:  /s/ Joseph
      Fiore


Joseph
      Fiore


C.E.O.,
      C.F.O., Chairman, Secretary,
Director


(Principal
      Executive & Accounting Officer)