UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
              [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended: September 30, 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: September 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 September  30, 2002 and December 31, 2001,  and the related  statements of
operations for the three and nine months ended  September 30, 2002 and 2001, and
cash  flows  for the nine  months  ended  September  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
November 8, 2002







<PAGE>

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

                                                                               September 30,        December 31,
                                                                                    2002                2001
                                                                             ------------------  ------------------
ASSETS
<S>                                                                          <C>                 <C>
Current Assets:
Cash and cash equivalents                                                    $           59,457  $           62,176
Inventory                                                                                 7,500              19,116
Prepaid expense                                                                           7,849               8,210
                                                                             ------------------  ------------------

     Total Current Assets                                                                74,806              89,502
                                                                             ------------------  ------------------

Property and equipment:
Equipment                                                                                98,741             120,150
Furniture & Fixtures                                                                      3,964               3,964
Leasehold improvements                                                                  376,166             577,581
                                                                             ------------------  ------------------
                                                                                        478,871             701,695
Less accumulated depreciation                                                          (264,266)           (287,902)
                                                                             ------------------  ------------------

                                                                                        214,605             413,793
                                                                                                            =======
                                                                             ------------------  ------------------

Other Assets:
Investments                                                                             100,000             100,000
Intangible and other assets net of amortization
  of $71,464 and $59,851, respectively                                                   83,373              94,986
                                                                             ------------------  ------------------

     Total Assets                                                            $          472,784  $          698,281
                                                                             ==================  ==================
</TABLE>

















<PAGE>

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


                                                                               September 30,        December 31,
                                                                                    2002                2001
                                                                             ------------------  ------------------
LIABILITIES
<S>                                                                          <C>                 <C>
Current Liabilities:
Accounts payable and accrued liabilities                                     $          312,944  $          334,247
Short-term notes payable                                                                360,107             361,996
Shareholders loans                                                                    1,734,266           1,616,843
                                                                             ------------------  ------------------

     Total Current Liabilities                                                        2,407,317           2,313,086
                                                                             ------------------  ------------------

Convertible Debentures, Net of Issue Costs                                            1,562,309           1,462,533
                                                                             ------------------  ------------------

     Total Liabilities                                                                3,969,626           3,775,619
                                                                             ------------------  ------------------

STOCKHOLDERS EQUITY
Preferred stock - $0.0001 par value.  10,000,000 shares
   Authorized; -0- shares issued and outstanding
   at September 30, 2002 and December 31, 2001                                                -                   -
Common Stock - $0.0001 par value.  50,000,000 shares
   Authorized.45,048,299 issued and outstanding
   at September 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                                                                    (13,428,823)        (13,041,900)
                                                                             ------------------  ------------------

     Total Stockholders' Equity                                                      (3,496,842)         (3,077,338)
                                                                             ------------------  ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   $          472,784  $          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 nine months ended
                                                             September 30,                    September 30,
                                                     ----------------------------    ----------------------------
                                                          2002           2001            2002            2001
                                                     ------------    ------------    ------------    ------------

<S>                                                  <C>             <C>             <C>             <C>
Revenues                                             $    284,916    $    372,099    $    979,360    $  1,215,240
Cost of Revenues                                          100,340         180,714         360,255         503,816
                                                     ------------    ------------    ------------    ------------
Gross Margin                                              184,576         191,385         619,105         711,424

Expenses
   Labor and Related Expenses                              68,835         106,111         215,542         292,549
   Rent                                                    48,701          34,957         116,877         155,211
   Other General and Administrative                       107,182         101,182         320,156         401,931
                                                     ------------    ------------    ------------    ------------
Income (Loss) Before Depreciation and Amortization        (40,142)        (50,865)        (33,470)       (138,267)
   Depreciation and Amortization                           19,420          29,847          69,523          91,468
                                                     ------------    ------------    ------------    ------------

Net Loss from Continuing Operations                       (59,562)        (80,712)       (102,993)       (229,735)
                                                     ------------    ------------    ------------    ------------

Other Income (Expense)
   Disposition of Assets                                     --              --          (154,434)           --
   Other Income (Expense), Net                            (33,935)        (38,647)       (129,346)        (81,725)
                                                     ------------    ------------    ------------    ------------

Net Loss Before Income Taxes                              (93,497)       (119,359)       (386,773)       (311,460)
Income Tax Expense (Benefit)                                   50              50             150             150
                                                     ------------    ------------    ------------    ------------

Net Loss To Common Stockholders                      $    (93,547)   $   (119,409)   $   (386,923)   $   (311,610)
                                                     ============    ============    ============    ============

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

Weighted Average Number of Common Shares               45,048,299      45,048,299      45,048,299      45,002,130
                                                     ============    ============    ============    ============
</TABLE>

                 See accompanying notes and accountants' report.


<PAGE>

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

                                                                                   For the nine months ended
                                                                                         September 30,
                                                                             --------------------------------------
                                                                                    2002                2001
                                                                             ------------------  ------------------
Cash Flows From Operating Activities
<S>                                                                          <C>                 <C>
   Net loss for the period                                                   $         (386,923) $         (311,610)
Adjustments to reconcile net loss to net cash
   Provided by operating activities
     Depreciation and Amortization                                                       69,523              91,468
     Write Down of Assets                                                               137,366              87,352
     Currency Translation Adjustment                                                    (11,452)           (100,909)
     Stock issued for services and expenses                                                   -               7,667
     Decrease (Increase) in Receivables                                                       -               3,411
     Decrease (Increase) in inventory                                                         6                 615
     Decrease (Increase) in prepaid expense                                                 110             (15,879)
     Increase in accounts payable and accrued liabilities                                79,076             176,681
                                                                             ------------------  ------------------
Net Cash Provided by (Used in) Operating Activities                                    (112,294)            (61,204)
                                                                             ------------------  ------------------

Cash Flows From Investing Activities
   Purchase of property and equipment                                                    (5,357)             (4,435)
                                                                             ------------------  ------------------
Net Cash Provided by Investing Activities                                                (5,357)             (4,435)
                                                                             ------------------  ------------------

Cash Flows From Financing Activities
   Advances from majority stockholders                                                  117,424              90,240
   Repayment of long-term notes payable                                                  (2,492)            (22,581)
   Proceeds from short-term notes payable                                                     -              22,960
                                                                             ------------------  ------------------

Net Cash Provided by Financing Activities                                               114,932              90,619
                                                                             ------------------  ------------------

Increase (Decrease) in Cash                                                              (2,719)             24,980
Cash at beginning of period                                                              62,176              14,670
                                                                             ------------------  ------------------

Cash at End of Period                                                        $           59,457  $           39,650
                                                                             ==================  ==================


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 NINE MONTHS ENDED SEPTEMBER 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 September 30, 2002 and for the
nine months then ended reflect,  in the opinion of management,  all  adjustments
(which include only normal recurring  adjustments) necessary to fairly state the
financial  position and results of  operations  for the nine  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 NINE MONTHS ENDED SEPTEMBER 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 NINE MONTHS ENDED SEPTEMBER 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 NINE MONTHS ENDED SEPTEMBER 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 and nine months ended September 30, 2002
and 2001.

         The  reconciliations  of the numerators and  denominators  of the basic
loss per share computations are as follows:
<TABLE>
<CAPTION>
                                                                                    Per Share
                                              Income             Shares              Amount
                                        ------------------  -----------------   -----------------
                                           (Numerator)        (Denominator)

                                              For the three months ended September 30, 2002
                                        ---------------------------------------------------------
Basic EPS
Net Loss to common
<S>                                     <C>                        <C>          <C>
shareholders                            $          (93,547)        45,048,299   $               -
                                        ==================  =================   =================
</TABLE>








<PAGE>



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

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

Earnings (Loss) Per Share (Continued)
<TABLE>
<CAPTION>
                                                                                    Per Share
                                              Income             Shares              Amount
                                        ------------------  -----------------   -----------------
                                           (Numerator)        (Denominator)

                                              For the three months ended September 30, 2001
                                        ---------------------------------------------------------
Basic EPS
Net Loss to common
<S>                                     <C>                        <C>          <C>
shareholders                            $         (119,409)        45,048,299   $               -
                                        ==================  =================   =================

                                              For the nine months ended September 30, 2002
                                        ---------------------------------------------------------
Basic EPS
Net Loss to common
shareholders                            $         (386,923)        45,048,299   $          (0.01)
                                        ==================  =================   =================

                                              For the nine months ended September 30, 2001
                                        ---------------------------------------------------------
Basic EPS
Net Loss to common
shareholders                            $         (311,610)        45,002,130   $          (0.01)
                                        ==================  =================   =================
</TABLE>

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
September  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  September  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 NINE MONTHS ENDED SEPTEMBER 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:
<TABLE>
<CAPTION>
     Year Ended December 31,                                  Real Property         Equipment
---------------------------------                           -----------------   -----------------
<S>      <C>                                                <C>                 <C>
         2002                                               $         128,496   $               -
         2003                                                          84,996                   -
         2004                                                          84,996                   -
         2005                                                          84,996                   -
         2006                                                          84,996                   -
                                                            -----------------   -----------------
         Total minimum future lease payments                $         468,480   $               -
                                                            =================   =================
</TABLE>

         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 NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (Continued)


NOTE 6 - RELATED PARTY TRANSACTIONS

         During 2001 and the nine months ended  September  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 September 30, 2002,  $1,734,266
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 September 30, 2002 and December 31, 2001.
<TABLE>
<CAPTION>
                                                                               September 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 NINE MONTHS ENDED SEPTEMBER 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 nine months
ended September 30, 2002.

NOTE 10 - BUSINESS CONDITION

         The Company has incurred a net loss from operations for the nine months
ended September 30, 2002 and 2001 of $102,993 and $229,735 respectively, and the
Company used cash of $112,294 in operating  activities for the nine months ended
September  30, 2002,  and used cash of $61,204 in operating  activities  for the
nine months ended  September 30, 2001. As of September 30, 2002, the Company had
a working capital deficit of $2,332,511.  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  September 30, 2002 the company  operated
one  restaurant.  During the three months ended  September  30, 2001 the Company
operated two restaurants.

Total  Revenues - For the three months ended  September  30, 2002 and 2001,  the
Company had total sales of approximately $285,000 and $372,000 respectively.

Costs and Expenses - For the three months ended September 30, 2002 and 2001, the
Company  had a net loss from  operations  of  approximately  $60,000 and $81,000
respectively.

Other Income (Expense),  Net - For the three months ended September 30, 2002 and
2001 the Company  reported  net other  expenses  in the amount of  approximately
$34,000 and $39,000.  For the three months  ended  September  30, 2002 and 2001,
these expenses primarily represent accrued interest on short term notes.

LIQUIDITY AND CAPITAL RESOURCES

         For the three  months  ended  September  30,  2002,  the  Company  used
approximately  $44,000  in cash flow from  operating  activities.  For the three
months ended September 31, 2001, the Company  provided  approximately  $4,000 in
cash flow from operating activities.

         During the three months ended  September  30, 2002 and 2001 the Company
borrowed  approximately  $33,000  and  $19,000,  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>



Item 3.  Controls and Procedures

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

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

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

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

                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities

         None.

Item 3.  Defaults Upon Senior Securities

         None.

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

         None

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K


<PAGE>



         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.  ss 1350,  As Adopted  Pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002.

99.2     Certification  Pursuant to 18 U.S.C.  ss 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 3rd 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:     November 13, 2002        By:    /s/ Joseph Fiore
       -------------------------      ------------------------------------------
                                      Joseph Fiore
                                      C.E.O., Chairman, Secretary, Director
                                      (Principal Executive & Accounting Officer)

I,       Joseph Fiore, certify that:

         1. I have reviewed this quarterly report on form 10-QSB of Eat at Joe's
Ltd.

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report.

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
exchange act rules 13a-14 and 15d-14) for the registrant and have:

         A)       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

         B)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "evaluation
                  date"); and

         C)       presented in this quarterly  report our conclusions  about the
                  effectiveness of the


<PAGE>


                  disclosure  controls and procedures based on our evaluation as
                  of the evaluation date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

         A)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         B)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls.

         6. The registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 13, 2002

/s/ Joseph Fiore
Joseph Firoe
CEO, Chairman, Secretary, Director
(Principal Executive & Accounting Officer)