**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, 2007





**[  ]   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 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


Issuer's
      telephone number





APPLICABLE
      ONLY TO CORPORATE ISSUERS





As
      of September 30, 2007, there were
      90,577,710 shares of the Registrant's common stock, par value $0.0001, issued,
      and 20,000 shares of Series E Convertible preferred stock (convertible to
      7,692,308 common shares), par value $0.0001.





Transitional
      Small Business Disclosure
      Format (check one).


Yes
o;  No
x




Indicate
      by check mark whether
      the  registrant is a shell company (as defined by


Rule
      12b-2 of the Exchange Act). Yes o No x





**PART
      I - FINANCIAL INFORMATION**





**Item
      1.  Financial Statements**





EAT
      AT
      JOE’S LTD., AND SUBSIDIARIES


CONSOLIDATED
      BALANCE SHEETS











(Unaudited)September
                30,
            
            
            December
                31,2007
            
            
            2006ASSETSCurrent
                Assets:Cash
                and cash equivalents
            
            $
            1,400,015
            
            
            $
            846,062Receivables
            
            
            10,905
            
            
            
            2,898Inventory
            
            
            6,900
            
            
            
            6,900Prepaid
                expense
            
            
            10,055
            
            
            
            10,055Marketable
                Securities
            
            
            634,084
            
            
            
            234,538Total
                Current Assets
            
            
            2,061,959
            
            
            
            1,100,453Property
                and equipment:Equipment
            
            
            118,503
            
            
            
            116,954Furniture
                & Fixtures
            
            
            3,964
            
            
            
            3,964Leasehold
                improvements
            
            
            381,133
            
            
            
            376,165503,600
            
            
            
            497,083Less
                accumulated depreciation
            
            
            (486,031
            )
            
            
            (458,770
            )Total
                Property & Equipment
            
            
            17,569
            
            
            
            38,313Other
                Assets:Intangible
                and other assets net ofamortization
                of $148,883 and $137,270for
                2007 and 2006, respectively
            
            
            5,954
            
            
            
            17,567Total
                Other Assets
            
            
            5,954
            
            
            
            17,567TOTAL
                ASSETS
            
            $
            2,085,482
            
            
            $
            1,156,333





1


EAT
      AT
      JOE’S LTD., AND SUBSIDIARIES


CONSOLIDATED
      BALANCE SHEETS


(Continued)











(Unaudited)September
                30,
            
            
            December
                31,2007
            
            
            2006LIABILITIESCurrent
                Liabilities:Accounts
                payable and accrued liabilities
            
            $
            172,179
            
            
            $
            186,440Related
                party accounts payable
            
            
            414,936
            
            
            
            1,087,068Short-term
                notes payable
            
            
            279,352
            
            
            
            274,585Related
                Party Notes Payable
            
            
            2,173,706
            
            
            
            1,051,585Convertible
                Debentures
            
            
            2,043,702
            
            
            
            2,043,702Total
                Current Liabilities
            
            
            5,083,875
            
            
            
            4,643,380STOCKHOLDERS
                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;90,577,710
                issued and outstanding.
            
            
            9,058
            
            
            
            4,505Additional
                paid-in capital
            
            
            13,034,115
            
            
            
            12,355,727Cumulative
                Translation Adjustment
            
            
            -
            
            
            
            -Unrealized
                Losses on available-for-sale securities
            
            
            (1,154,277
            )
            
            
            (803,850
            )Retained
                deficit
            
            
            (14,887,291
            )
            
            
            (15,043,431
            )Total
                Stockholders’ Equity
            
            
            (2,998,393
            )
            
            
            (3,487,047
            )TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            2,085,482
            
            
            $
            1,156,333























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




2


EAT
      AT
      JOE’S LTD., AND SUBSIDIARIES


CONSOLIDATED
      STATEMENTS OF OPERATIONS


(Unaudited)











For
                the three months ended
            
            
            For
                the nine months endedSeptember
                30,
            
            
            September
                30,2007
            
            
            2006
            
            
            2007
            
            
            2006Revenues
            
            $
            373,059
            
            
            $
            385,966
            
            
            $
            1,096,471
            
            
            $
            1,065,149Cost
                of Revenues
            
            
            166,418
            
            
            
            157,767
            
            
            
            479,835
            
            
            
            435,387Gross
                Margin
            
            
            206,641
            
            
            
            228,199
            
            
            
            616,636
            
            
            
            629,762ExpensesLabor
                and Related Expenses
            
            
            110,771
            
            
            
            101,563
            
            
            
            324,581
            
            
            
            288,979Rent
            
            
            44,933
            
            
            
            61,254
            
            
            
            150,548
            
            
            
            160,524Depreciation
                and Amortization
            
            
            11,117
            
            
            
            14,709
            
            
            
            38,874
            
            
            
            42,917Other
                General and Administrative
            
            
            74,902
            
            
            
            118,771
            
            
            
            252,325
            
            
            
            303,887Total
                Operating Expenses
            
            
            241,723
            
            
            
            296,297
            
            
            
            766,328
            
            
            
            796,307Net
                Loss from ContinuingOperations
            
            
            (35,082
            )
            
            
            (68,098
            )
            
            
            (149,692
            )
            
            
            (166,545
            )Other
                Income (Expense)Interest
                income
            
            
            11,097
            
            
            
            8,214
            
            
            
            28,403
            
            
            
            15,911Dividend
                income
            
            
            1,066
            
            
            
            815
            
            
            
            1,311
            
            
            
            3,053Interest
                expense
            
            
            (26,136
            )
            
            
            (11,936
            )
            
            
            (53,888
            )
            
            
            (46,955
            )Gain
                on sale of MarketableSecurities
            
            
            235,534
            
            
            
            22,363
            
            
            
            330,006
            
            
            
            39,635Net
                Other Income (Expense)
            
            
            221,561
            
            
            
            19,456
            
            
            
            305,832
            
            
            
            11,644Net
                Income (Loss) Before Taxes
            
            $
            186,479
            
            
            $
            (48,642
            )
            
            $
            156,140
            
            
            $
            (154,901
            )Income
                Tax Expense
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Net
                Income (Loss)
            
            $
            186,479
            
            
            $
            (48,642
            )
            
            $
            156,140
            
            
            $
            (154,901
            )Earnings
                (Loss) Per Common Share:Basic
                and Diluted
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Weighted
                Average Common SharesBasic
            
            
            90,577,710
            
            
            
            45,048,299
            
            
            
            67,896,392
            
            
            
            45,048,299Diluted
            
            
            98,270,018
            
            
            
            50,862,252
            
            
            
            75,588,700
            
            
            
            50,862,252





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


3


EAT
      AT
      JOE’S LTD. AND SUBSIDIARIES


CONSOLIDATED
      STATEMENTS OF CASH FLOWS


(Unaudited)




For
                the nine months endedSeptember
                30,2007
            
            
            2006Cash
                Flows From Operating ActivitiesNet
                gain (loss) for the period
            
            $
            156,140
            
            
            $
            (154,901
            )Adjustments
                to reconcile net loss to net cash
              Provided
                by operating activitiesDepreciation
                and amortization
            
            
            38,874
            
            
            
            42,917(Gain)
                Loss on sale of marketable securities
            
            
            (330,006
            )
            
            
            (39,635
            )Decrease
                (Increase) in receivables
            
            
            (8,007
            )
            
            
            (5,289
            )Decrease
                (Increase) in prepaid expense
            
            
            -
            
            
            
            (10,140
            )Increase
                in accrued interest payable
            
            
            53,888
            
            
            
            46,955Decrease
                in accounts payable and accrued liabilities
            
            
            (14,261
            )
            
            
            (5,570
            )Net
                Cash Used in Operating Activities
            
            
            (103,372
            )
            
            
            (125,663
            )Cash
                Flows From Investing ActivitiesPurchases
                of marketable securities
            
            
            (287,085
            )
            
            
            (187,182
            )Proceeds
                from sale of marketable securities
            
            
            892,927
            
            
            
            822,198Purchase
                of property and equipment
            
            
            (6,517
            )
            
            
            (11,688
            )Net
                Cash Provided by Investing Activities
            
            
            599,325
            
            
            
            623,328Cash
                Flows From Financing ActivitiesProceeds
                from Related Party Notes Payable
            
            
            58,000
            
            
            
            58,500Repayment
                of Shareholder Advances
            
            
            -
            
            
            
            (500,000
            )Net
                Cash Provided by Financing Activities
            
            
            58,000
            
            
            
            (441,500
            )Increase
                in Cash
            
            
            553,953
            
            
            
            56,165Cash
                at beginning of period
            
            
            846,062
            
            
            
            780,751Cash
                at End of Period
            
            $
            1,400,015
            
            
            $
            836,916





Supplemental
                Disclosure of Interest and Income Taxes PaidInterest
                paid during the period
            
            $
            -
            
            
            $
            -Income
                taxes paid during the period
            
            $
            3,079
            
            
            $
            1,546Supplemental
                Disclosure of Non-cash Investing and Financing
                Activities:Marketable
                Securities acquired through related party notes
            
            $
            1,015,000
            
            
            $
            -Marketable
                Securities acquired through related party payables
            
            $
            0
            
            
            $
            29,600Marketable
                Securities acquired through contributed capital
            
            $
            0
            
            
            $
            7,400Common
                Stock issued for related party payables
            
            $
            682,941
            
            
            $
            -




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


4


EAT
      AT
      JOE’S LTD. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006





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, 2007 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





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.






5




EAT
      AT
      JOE’S LTD. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006


(Continued)





NOTE
      1
      - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(Continued)





Basis
      of Presentation (continued)





The
      Company has incurred a net gain for
      the nine months ended September 30, 2007 and 2006 of $156,140 and a net loss
      of
      $154,901 respectively, and as of September 30, 2007 had a working capital
      deficit of $3,021,916.  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 restaurants 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.








6




EAT
      AT
      JOE’S LTD. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006


(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 though 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.







7




EAT
      AT
      JOE’S LTD. AND SUBSIDIARIES


NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006


(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.




8





EAT
      AT
      JOE’S LTD. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006


(Continued)





NOTE
      1
      - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(Continued)





Recent
      Accounting Standards





In
      September 2006, the FASB issued SFAS
      No. 157, "Accounting for Fair Value Measurements." SFAS No. 157 defines fair
      value, and establishes a framework for measuring fair value in generally
      accepted accounting principles and expandsdisclosure about fair value
      measurements. SFAS No. 157 is effective for the Company for financial statements
      issued subsequent to November 15, 2007. The Company does not expect the new
      standard to have any material impact on the financial position and results
      of
      operations.





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 is not expected to have an impact on the Company's financial
      position, results of operations or cash flows.








9




EAT
      AT
      JOE’S LTD. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006


(Continued)





NOTE
      1
      - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(Continued)





Earnings
      (Loss) Per Share





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





Diluted  net
      income per
      common share was calculated based on an increased number of shares that would
      be
      outstanding assuming that the preferred shares were converted to 7,692,308
      and
      5,813,953 common shares as of September 30, 2007 and 2006,
      respectively.





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 2006 financial statements to conform with the 2007
      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, 2007 and December 31, 2006 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.








10




EAT
      AT
      JOE’S LTD. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006


(Continued)








NOTE
      1
      - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(Continued)





Investment
      in Marketable Securities





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





Investments
      in securities are
      summarized as follows:




December
                31, 2006Gross
            
            
            GrossUnrealized
            
            
            Unrealized
            
            
            FairGain
            
            
            Loss
            
            
            ValueAvailable-for-sale
                securities
            
            $
            -
            
            
            $
            539,161
            
            
            $
            234,538





September
                30, 2007Gross
            
            
            GrossUnrealized
            
            
            Unrealized
            
            
            FairGain
            
            
            Loss
            
            
            ValueAvailable-for-sale
                securities
            
            $
            760
            
            
            $
            1,155,037
            
            
            $
            634,084




Realized
      Gains and losses are determined on the basis of specific
      identification.  During the  nine months ended September 30,
      2007 and 2006, sales proceeds and gross realized gains and losses on securities
      classified as available-for-sale securities were:





For
                the Nine Months EndedSeptember
                30,2007
            
            
            2006Sale
                Proceeds
            
            $
            892,927
            
            
            $
            822,197Gross
                Realized Losses
            
            $
            73,543
            
            
            $
            8,782Gross
                Realized Gains
            
            $
            403,549
            
            
            $
            48,417





11





EAT
      AT JOE’S LTD. AND
      SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006


(Continued)








NOTE
      2
      - SHORT-TERM NOTES PAYABLE





Short-Term
      Notes Payable consist of
      loans from unrelated entities as of September 30, 2007 and December 31,
      2006.  The notes are payable one year from the date of issuance
      together with interest at 6.50% A.P.R.





NOTE
      3
      - INCOME TAXES





As
      of December 31, 2006, the Company
      had a net operating loss carryforward for income tax reporting purposes of
      approximately $6,600,070  that may be offset against future taxable
      income through 2026.  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
                31,2006
            
            
            2005Net
                Operating Losses
            
            $
            2,244,024
            
            
            $
            2,373,943Other
            
            
            107,805
            
            
            
            95,864Valuation
                Allowance
            
            
            (2,351,829
            )
            
            
            (2,469,807
            )$
            -
            
            
            $
            -





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





December
                31,
            
            
            December
                31,2006
            
            
            2005Provision
                (Benefit) at US Statutory Rate
            
            $
            (158,305
            )
            
            $
            (145,639
            )Net
                Operating Losses
            
            
            210,094
            
            
            
            318,887Other
            
            
            66,189
            
            
            
            132,284Increase
                (Decrease) in Valuation Allowance
            
            
            (117,978
            )
            
            
            (305,532
            )$
            -
            
            
            $
            -





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.






12




EAT
      AT
      JOE’S LTD. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006


(Continued)





NOTE
      4
      - RELATED PARTY TRANSACTIONS





During
      2007 and 2006, 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 period paid.  As of September 30, 2007 and December 31,
      2006,  $2,173,706 and $1,051,585 (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, 2007 and the
      year ended December 31, 2006, the Company acquired marketable securities from
      a
      related party pursuant to a joint venture agreement.  In accordance
      with the agreement the Company acquired marketable securities valued at $0
      and
      $37,000, respectively, (based on quoted market prices) in exchange for accounts
      payable of $0 and $29,600, respectively, with the remainder being reported
      as
      contributed capital of $0 and $7,400, respectively.  During the nine
      months ended September 30, 2007 and 2006, the Company has sold marketable
      securities acquired under this agreement for $102,949 and $822,197,
      respectively, and recorded a net gain on sale of $4,148 for 2007 and $39,636
      for
      2006.  As of September 30, 2007 and December 31, 2006, the remaining
      securities acquired under this agreement are recorded in the accompanying
      Balance Sheets at their quoted market value of $100,701 and $234,538,
      respectively.  As of September 30, 2007 and December 31, 2006, related
      party accounts payable include $414,936 and $1,087,068, respectively, due to
      Berkshire Capital.





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





On
      September 1, 2003, the Board
      resolved to enter into an agreement with Berkshire Capital Management Co.,
      Inc.,
      a related party, for the purpose of locating merger candidates for twelve of
      the
      Company’s wholly owned subsidiaries.  Pursuant to which, on October
      23, 2003, The Company entered into a Purchase Agreement with Offshore Creations,
      Inc. (A Nevada corporation) to sell the Company’s wholly owned subsidiary E.A.J.
      Innerharbor.  The Company received 1,200,000 (approximately 3%) of
      restricted stock of the corporation surving the merger of Offshore Creations,
      Inc. and E.A.J. Innerharbor, Inc.  This transaction was accounted for
      by recording a $1,200 investment in marketable securities and a corresponding
      gain on sale of $1,200.  No additional subsidiaries have been
      sold.  During the quarter ending March 31, 2007 Offshore Creations,
      Inc. Changed its name to Sustainable Power Corp.








13




EAT
      AT
      JOE’S LTD. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006


(Continued)








NOTE
      4
      - RELATED PARTY TRANSACTIONS (Continued)





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 $682,941.00
      in
      related party accounts payable due to Berkshire Capital Management.





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.





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.








14




EAT
      AT
      JOE’S LTD. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006


(Continued)








NOTE
      5
      - RENT AND LEASE EXPENSE





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





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





Year
                Ended December 31,
            
            Real
                Property2007
            
            $
            28,3322008
            
            
            -2009
            
            
            -2010
            
            
            -2011
            
            
            -Total
                five year minimum lease payments
            
            $
            28,332





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
      6
      - 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 $156,551.20
      which were amortized over the initial terms of the debt with a maturity date
      of
      July 31 and September 2, 2001.






15




EAT
      AT
      JOE’S LTD. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006


(Continued)





NOTE
      7
      - 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 7,692,308
                common shares at September 30,
                2007)


*
            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.





16


**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, 2006.





**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.





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.




17




**Results
      of Operations** - For the nine months ended September 30, 2007, the
      Company had a net income of $156,140 composed of a loss from continuing
      operations of $149,692 and net other income of $305,832.  Net other
      income is primarily due to gains from the sale of marketable securities of
      $330,006.  For the nine months ended September 30, 2006, the Company
      had a net loss of
      $154,901 composed of a loss from continuing operations of $166,545 and net
      other
      income of $11,644.  Net other income is primarily due to gains from
      the sale of marketable securities of $39,635.





Total
      Revenues - For the three months ended September 30, 2007 and 2006, the Company
      had total sales of approximately $373,000 and $386,000 respectively, for a
      decrease of approximately $13,000.  For the nine months ended
      September 30, 2007 and 2006, the Company had total sales
      of  approximately $1,096,000 and $1,065,000 respectively, for an
      increase of approximately $31,000.  Management believes that revenues
      will grow in the future as airport traffic increases.





Costs
      and
      Expenses - Costs of revenues, which include the costs of food, beverage, and
      kitchen supplies increased as a percentage of sales by approximately 4% and
      3%
      for the three and nine months ended September 30, 2007 over
      2006.  This increase can be attributed to many factors, including, but
      not limited to increased food costs due to the addition of fuel surcharges
      on
      the delivery of goods, increased produce costs caused by weather conditions
      causing the loss of crops, dairy prices have increased 30-50% due to butterfat
      differentials and supply shortages, and other food items due to various
      conditions outside the control of the Company.  The cost of labor,
      rent and other general and administrative costs, decreased 11% as a percentage
      of sales for the three months ended September 30, 2007 compared to the three
      months ended September 30, 2006, and decreased 5%  as a percentage of
      sales for the nine months ended September 30, 2007 over
      2006.  Depreciation and amortization expense decreased by
      approximately $3,600 and $4,000 for the three and nine months ended September
      30, 2006 to 2007, 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, 2007, the Company
      has a working capital deficit of approximately $3,021,916.  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.





18




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
      2007 and 2006, the Company
      generated approximately $599,000 and $623,00 respectfully, cash from investing
      activities from the sale of marketable equity securities.  As of
      September 30, 2007, the company owns marketable securities valued at $634,084
      with corresponding liabilities of $1,440,595 made up of related party accounts
      payable of $414,936 and related party notes payable of $1,025,659 ($1,015,000
      plus accrued interest of $10,659).





The
      Company has raised approximately
      $58,000 and $58,500 during 2007 and 2006 through short-term notes payable and
      advances from Majority stockholders.  The net proceeds to the Company
      were used for working capital.





During
      2006, the Company repaid
      $500,000 of short-term notes payable and advances from majority
      stockholders.





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.





For
      the nine months ended September 30,
      2007 and 2006, operating activities used approximately $103,000 and $126,000
      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.





19





**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.





**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.





In
      September 2006, the FASB issued SFAS
      No. 157, "Accounting for Fair Value Measurements." SFAS No. 157 defines fair
      value, and establishes a framework for measuring fair value in generally
      accepted accounting principles and expandsdisclosure about fair value
      measurements. SFAS No. 157 is effective for the Company for financial statements
      issued subsequent to November 15, 2007. The Company does not expect the new
      standard to have any material impact on the financial position and results
      of
      operations.





20




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 is not expected to have an impact on the Company's financial
      position, results of operations or cash flows.





**Item
      3.  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, 2007, there were no significant 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.





21





**PART
      II - OTHER INFORMATION**





**Item
      1.  Legal Proceedings**





None.





**Item
      2.  Changes in Securities**





None.





**Item
      3.  Defaults Upon Senior Securities**





None.





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





None





**Item
      5.  Other Information**





None.





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





**Exhibits**





The
      following exhibits are included as
      part of this report:





Exhibit


Number
            Title
                of Document








31
            Certification
                Pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.


32
            Certification
                Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.








The
      Company did not file a report on
      Form 8-K during 3rd quarter 2007.





22


**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
      14, 2007                                       By:
/s/ Joseph Fiore


Joseph
      Fiore


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


(Principal
      Executive & Accounting
      Officer)







23