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

                                   FORM 10-QSB

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

                  For the quarterly period ended: June 30, 2001
                                                 ----------------

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

                        For the transition period from to

                         Commission file number 33-20111
                                                ---------

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


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

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

                                 (914) 725-2700
                            Issuer's telephone number

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity,  as of the latest  practical  date:  June 30, 2001  45,048,299
                                                      --------------------------

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



<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements



                         INDEPENDENT ACCOUNTANT'S REPORT



Eat at Joe's, Ltd.


         We have reviewed the accompanying  balance sheets of Eat at Joe's, Ltd.
as of June 30,  2001 and  December  31,  2000,  and the  related  statements  of
operations  for the three and six months ended June 30, 2001 and 2000,  and cash
flows  for the six  months  ended  June  30,  2001  and  2000.  These  financial
statements are the responsibility of the Company's management.

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

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

                                                   Respectfully submitted



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

Salt Lake City, Utah
August 13, 2001



<PAGE>

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




                                                         June 30,   December 31,
                                                          2001          2000
                                                        ---------     ---------
ASSETS
Current Assets:
Cash and cash equivalents ..........................    $  29,406     $  14,670
Receivables ........................................         --           3,411
Inventory ..........................................       19,636        19,832
Prepaid expense ....................................       31,423        13,217
                                                        ---------     ---------

     Total Current Assets ..........................       80,465        51,130
                                                        ---------     ---------

Property and equipment:
Equipment ..........................................      117,255       163,024
Furniture & Fixtures ...............................        3,964         5,454
Leasehold improvements .............................      577,580       629,100
                                                        ---------     ---------
                                                          698,799       797,578
Less accumulated depreciation ......................     (235,532)     (196,945)
                                                        ---------     ---------

                                                          463,267       600,633
                                                        ---------     ---------

Other Assets:
Investments ........................................      100,000       100,000
Intangible and other assets net of amortization
  of $52,109 and $44,367, respectively .............      102,728       110,470
                                                        ---------     ---------

     Total Assets ..................................    $ 746,460     $ 862,233
                                                        =========     =========











<PAGE>

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

<TABLE>
<CAPTION>



                                                                 June 30,      December 31,
                                                                   2001            2000
                                                               ------------    ------------
LIABILITIES
Current Liabilities:
<S>                                                            <C>             <C>
Accounts payable and accrued liabilities ...................   $    467,443    $    462,430
Short-term notes payable ...................................        538,901         518,302
Shareholders loans .........................................      1,471,583       1,373,022
                                                               ------------    ------------

     Total Current Liabilities .............................      2,477,927       2,353,754
                                                               ------------    ------------

Convertible Debentures, Net of Issue Costs .................      1,399,254       1,338,448
                                                               ------------    ------------

     Total Liabilities .....................................      3,877,181       3,692,202
                                                               ------------    ------------

STOCKHOLDERS EQUITY
Preferred stock - $0.0001 par value.  10,000,000 shares
   authorized; -0- shares issued and outstanding at June 30,
   2001 and December 31, 2000 ..............................           --              --
Common Stock - $0.0001 par value.  50,000,000 shares
   authorized, 45,048,299 and 44,894,967 issued and
    outstanding at June 30, 2001 and December 31, 2000 .....          4,505           4,490
Additional paid-in capital .................................      9,927,476       9,919,824
Cumulative Translation Adjustment ..........................          4,187         120,405
Retained deficit ...........................................    (13,066,889)    (12,874,688)
                                                               ------------    ------------

     Total Stockholders' Equity ............................     (3,130,721)     (2,829,969)
                                                               ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .................   $    746,460    $    862,233
                                                               ============    ============

</TABLE>







                 See accompanying notes and accountants' report.


<PAGE>

                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                      For the three months ended       For the six months ended
                                                               June 30,                        June 30,
                                                     ----------------------------    ----------------------------
                                                        2001             2000            2001            2000
                                                     ------------    ------------    ------------    ------------

<S>                                                  <C>             <C>             <C>             <C>
Revenues .........................................   $    483,040    $    464,063    $    843,141    $    996,177
Cost of Revenues .................................        176,011         168,368         323,102         364,221
                                                     ------------    ------------    ------------    ------------
Gross Margin .....................................        307,029         295,695         520,039         631,956

Expenses
   Labor and Related Expenses ....................         98,781         153,377         186,438         391,635
   Rent ..........................................         80,984          36,632         120,254          98,342
   Other General and Administrative ..............        108,589         152,410         300,749         382,026
                                                     ------------    ------------    ------------    ------------
Income (Loss) Before Depreciation and Amortization         18,675         (46,724)        (87,402)       (240,047)
   Depreciation and Amortization .................         31,338         100,889          61,621         201,802
                                                     ------------    ------------    ------------    ------------

Net Loss from Continuing Operations ..............        (12,663)       (147,613)       (149,023)       (441,849)
                                                     ------------    ------------    ------------    ------------

Other Income (Expense), Net ......................         (5,160)        (32,663)        (43,078)        (65,216)
                                                     ------------    ------------    ------------    ------------

Net Loss Before Income Taxes .....................        (17,823)       (180,276)       (192,101)       (507,065)
Income Tax Expense (Benefit) .....................             50             475             100             950
                                                     ------------    ------------    ------------    ------------

Net Loss To Common Stockholders ..................   $    (17,873)   $   (180,751)   $   (192,201)   $   (508,015)
                                                     ============    ============    ============    ============

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

Weighted Average Number of Common Shares .........     45,016,285      43,578,303      44,955,961      43,152,397
                                                     ============    ============    ============    ============
</TABLE>




                 See accompanying notes and accountants' report.


<PAGE>

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



<TABLE>
<CAPTION>

                                                          For the six months ended
                                                                   June 30,
                                                            ----------------------
                                                               2001         2000
                                                            ---------    ---------
Cash Flows From Operating Activities
<S>                                                         <C>          <C>
   Net loss for the period ..............................   $(192,201)   $(508,015)
Adjustments to reconcile net loss to net cash
   Provided by operating activities
     Depreciation and Amortization ......................      46,329      201,802
     Write Down of Assets ...............................     104,530
     Currency Translation Adjustment ....................    (116,217)        --
     Stock issued for services and expenses .............       7,667       29,167
     Decrease (Increase) in Receivables .................       3,411        8,407
     Decrease (Increase) in inventory ...................         196       15,805
     Decrease (Increase) in prepaid expense .............     (18,206)      (2,878)
     Increase in accounts payable and accrued liabilities      98,504      (13,839)
                                                            ---------    ---------
Net Cash Provided by (Used in) Operating Activities .....     (65,987)    (269,551)
                                                            ---------    ---------

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

Cash Flows From Financing Activities
   Advances from majority stockholders ..................      71,240      271,250
   Repayment of long-term notes payable .................      (7,727)        --
   Proceeds from short-term notes payable ...............      22,960       31,213
                                                            ---------    ---------

Net Cash Provided by Financing Activities ...............      86,473      302,463
                                                            ---------    ---------

Increase (Decrease) in Cash .............................      14,736       32,912
Cash at beginning of period .............................      14,670         --
                                                            ---------    ---------

Cash at End of Period ...................................   $  29,406    $  32,912
                                                            =========    =========


Supplemental Disclosure of Interest and Income Taxes Paid
   Interest paid during the period ......................   $    --      $    --
                                                            =========    =========
   Income taxes paid during the period ..................   $   2,720    $     700
                                                            =========    =========
</TABLE>

Supplemental Disclosure of Non-cash Investing
 and Financing Activities:     None



                 See accompanying notes and accountants' report.


<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

         The  unaudited  financial  statements  as of June 30,  2001 and for the
three and six months  then ended  reflect,  in the  opinion of  management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
fairly state the financial  position and results of operations for the three and
six months. Operating results for interim periods are not necessarily indicative
of the results which can be expected for full years.

Organization and Basis of Presentation

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

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

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




<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                                   (Continued)


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

Principles of Consolidation

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

Nature of Business

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

Inventories

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

Income Taxes

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







<PAGE>
                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                                   (Continued)


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

Depreciation

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

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

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

Amortization

         Intangible assets are amortized over useful life of 10 years.

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

Pervasiveness of Estimates

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





<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                                   (Continued)


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

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 2001 and 2000 and are thus not considered.

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


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

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

                                       For the three months ended June 30, 2000
                                      ------------------------------------------
Basic EPS
Net Loss to common
shareholders .....................    $  (180,751)     43,578,303    $      --
                                      ===========     ===========    ===========

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

                                         For the six months ended June 30, 2000
                                      ------------------------------------------
Basic EPS
Net Loss to common
shareholders ....................    $  (508,015)     43,152,397    $     (0.01)
                                     ===========     ===========    ===========




<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                                   (Continued)


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

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.

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  2000  financial
statements to conform with the 2001 presentation.

NOTE 2 - SHORT-TERM NOTES PAYABLE

         Short-Term Notes Payable consist of loans from unrelated entities as of
June 30, 2001 and  December  31,  2000.  The notes are payable one year from the
date of issuance together with interest at 6.50% A.P.R.

NOTE 3 - INCOME TAXES

         As of June 30, 2001, the Company had a net operating loss ("NOL") carry
forward for income tax reporting purposes of approximately $11,510,000 available
to offset future taxable  income.  This net operating loss carry forward expires
at various  dates  between  December  31, 2003 and 2021.  A loss  generated in a
particular  year will expire for federal tax purposes if not utilized  within 20
years.  Additionally,  the Internal Revenue Code contains provisions which could
reduce  or limit the  availability  and  utilization  of these  NOLs if  certain
ownership  changes have taken place or will take place.  In accordance with SFAS
No. 109, a valuation  allowance is provided when it is more likely than not that
all or some portion of the  deferred tax asset will not be realized.  Due to the
uncertainty  with respect to the ultimate  realization  of the NOLs, the Company
established a valuation  allowance for the entire net deferred  income tax asset
of $3,787,000  as of December 31, 2000.  Also  consistent  with SFAS No. 109, an
allocation  of the  income  (provision)  benefit  has been made to the loss from
continuing operations.



<PAGE>
                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2000
                                   (Continued)


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.

         On July 1,  2000,  the  Company  opened a new  restaurant  in  Toronto,
Ontario.  The restaurant is called  "Mediterraneo"  and offers primarily Italian
Cuisine.

NOTE 5 - RENT AND LEASE EXPENSE

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

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


     Year Ended December 31,                   Real Property    Equipment
-------------------------------------------     -----------    -----------
                                       2001     $   269,808    $      --
                                       2002         269,808           --
                                       2003         269,808           --
                                       2004         269,808           --
                                       2005         269,808           --
                                                -----------    -----------

    Total minimum future lease payments         $ 1,349,040    $      --
                                                ===========    ===========

         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.

NOTE 6 - RELATED PARTY TRANSACTIONS

         During the six months  ended June 30, 2001 and the years 2000 and 1999,
an officer, Joseph Fiore, CEO of the Company, and/or companies controlled by the
officer  paid  expenses and made  advances to the Company.  As of June 30, 2001,
$1,471,583 in advances was due to Mr. Fiore.

NOTE 7 - RESTAURANT CLOSURES

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


<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                                   (Continued)


NOTE 8 - CONVERTIBLE PREFERRED STOCK, DEBENTURES, WARRANTS & OPTIONS

         The following table sets forth the options and warrants  outstanding as
of June 30, 2001 and December 31, 2000.

<TABLE>
<CAPTION>

                                                        June 30,         December 31,
                                                          2001              2000
                                                      --------------   --------------

<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 period .....................................   $0.50 to $1.79   $0.50 to $1.79
                                                      ==============   ==============
</TABLE>



<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operation.

General  - This  discussion  should  be read in  conjunction  with  Management's
Discussion and Analysis of Financial  Condition and Results of Operations in the
Company's annual report on Form 10-KSB for the year ended December 31, 2000.

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.

         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 six months  ended June 30, 2001 the company  operated  three
restaurants. During the six months ended June 30, 2000 the Company operated five
restaurants.

Total  Revenues - For the three months ended June 30, 2001 and 2000, the Company
had total sales of approximately $483,000 and $464,000 respectively. For the six
months  ended  June  30,  2001  and  2000,   the  Company  had  total  sales  of
approximately $843,000 and $996,000 respectively.

Costs and  Expenses - For the three  months  ended June 30,  2001 and 2000,  the
Company had a net loss from  operations  of  approximately  $13,000 and $148,000
respectively. For the six months ended June 30, 2001 and 2000, the Company had a
net loss from operations of approximately $149,000 and $442,000 respectively.

Other  Income  (Expense),  Net - For the 1ST  quarter  2001 and 2000 the Company
reported net other expenses in the amount of  approximately  $5,000 and $33,000.
For the 2nd quarter 2001 and 2000 the Company reported net other expenses in the
amount of approximately $43,000 and $65,000.  These expenses primarily represent
accrued  interest  on short  term  notes,  writedowns  of  property,  plant  and
equipment, and foreign currency gains and losses.

LIQUIDITY AND CAPITAL RESOURCES

         For the six  months  ended June 30,  2001 and 2000,  the  Company  used
approximately


<PAGE>

$66,000 and $270,000 in cash flow from operating activities.

         During the six months ended June 30, 2001 and 2000 the Company borrowed
approximately  $94,000 and $302,000,  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.


                           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

         The Company did not file a report on Form 8-K during 2nd quarter 2001.



<PAGE>


                                   SIGNATURES

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


                                EAT AT JOE'S LTD.
                               ------------------
                                  (Registrant)





DATE:     August 14, 2001          By:    /s/ Joseph Fiore
       -----------------------            -------------------------------------
                                          Joseph Fiore
                                          C.E.O., Chairman, Secretary, Director



DATE:     August 14, 2001          By:    /s/ Gary Usling
       -----------------------            -------------------------------------
                                          Gary Usling
                                          C.F.O., Director