10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2014

or

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

EXCHANGE ACT

For the transition period from __________ to __________

Commission file number 33-20111

Eat at Joe's Ltd.

(Exact name of registrant as specified in its charter)

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

670 White Plains Road, Suite 120, Scarsdale, New York, 10583

(Address of principal executive offices)

(914) 725-2700

(Registrant's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes x No o  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x No o  

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

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

1

APPLICABLE ONLY TO CORPORATE ISSUERS

As of August 14, 2014, there were 136,627,710 shares of the Registrant's common stock, par value $0.0001, issued, and 20,000 shares of Series E Convertible preferred stock (convertible to 467,290 common shares), par value $0.0001.

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PART I.   FINANCIAL INFORMATION

Item 1. Financial Statements 

EAT AT JOE’S LTD., AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
		June 30, 2014			December 31, 2013
		(Unaudited)			(Restated)
ASSETS
Current Assets:
Cash	$	7,701,916		$	1,628,529
Accounts receivable		1,320			1,093
Inventory		16,500			16,500
Prepaid expense		45,833			17,477
Prepaid stock purchase		108,750			43,750
Security deposit		15,000			15,000
Trading securities		1,553,213			1,717,438
Available-for-sale securities		7,994,720			2,900,090
Deferred income taxes - current		758,000			758,000
Total Current Assets		18,195,252			7,097,877
Property and equipment, net		191,166			227,298
Domain name		5,000			-
Deferred income taxes – non-current		282,000			282,000
TOTAL ASSETS	$	18,673,418		$	7,607,175
LIABILITIES
Current Liabilities:
Accounts payable and accrued liabilities	$	38,167	$		39,374
Related party notes payable		1,939,838			1,882,648
Total Current Liabilities		1,978,005			1,922,022
Noncurrent related party notes payable		8,798,011			8,562,355
Total Liabilities		10,776,016			10,484,377
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.0001 par value, 10,000,000 shares
authorized; 20,000 Series E shares issued and outstanding		2			2
Common Stock, $0.0001 par value,
250,000,000 shares authorized; 136,627,710 and
136,627,710 issued and outstanding, respectively		13,663			13,663
Additional paid-in capital		14,049,717			14,049,717
Unrealized gain (loss) on available-for-sale securities		3,872,120			(1,285,009)
Retained deficit		(10,038,100)			(15,655,575)
Total Stockholders’ Equity (Deficit)		7,897,402			(2,877,202)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	18,673,418	$		7,607,175

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

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EAT AT JOE’S LTD., AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited)
	For the Six months ended				For the Three months ended
	June 30,				June 30,
	2014		2013		2014		2013
			(Restated)				(Restated)
Revenues	$	729,776	$	604,068	$	392,605	$	326,740
Cost of revenues		231,549		181,622		125,839		97,068
Gross margin		498,227		422,446		266,766		229,672
Expenses
Labor and related expenses		186,812		163,653		94,542		83,067
Rent		106,260		108,315		53,829		52,127
Depreciation and amortization		36,132		25,246		18,066		12,471
Other general and administrative		331,111		183,030		138,500		87,988
Total operating expenses		660,315		480,244		304,937		235,653
Net Operating Income (Loss)		(162,088)		(57,798)		(38,171)		(5,981)
Other Income (Expense)
Interest income		3,495		368		2,257		225
Interest expense		(292,846)		(241,056)		(146,637)		(128,953)
Unrealized gain (loss) on trading securities		249,482		(140,548)		(1,435,383)		(445,369)
Gain (loss) on sale of marketable
securities		5,819,432		496,298		0		390,964
Net Other Income (Expense)		5,779,563		115,062		(1,579,763)		(183,133)
Net Income (Loss)	$	5,617,475	$	57,264	$	(1,617,934)	$	(189,114)
Other Comprehensive Income (Loss)
Unrealized gain (loss) on available-for-sale securities		5,157,126		2,529,540		(2,350,804)		2,952,060
Comprehensive Income	$	10,774,601	$	2,586,804	$	(3,968,738)	$	2,762,946
Income (loss) per common share:
Basic	$	0.04	$	-	$	(0.01)	$	-
Diluted	$	0.04	$	-	$	(0.01)	$	-
Weighted average common shares
Basic		136,627,710		136,627,710		136,627,710		136,627,710
Diluted		137,095,000		139,259,289		137,095,000		139,259,289

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

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EAT AT JOE’S LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
	For the Six Months Ended June 30,
	2014		2013
Cash Flows From Operating Activities:				(Restated)
Net income for the period	$	5,617,475	$	57,264
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		36,132		25,246
Unrealized (gain) loss on trading securities		(249,482)		140,548
(Gain) loss on sale of marketable securities		(5,819,432)		(496,298)
Decrease (increase) in receivables		(227)		(47)
(Increase) / Decrease in prepaid expense and other assets		(93,356)		233
Increase in accrued interest payable		292,846		241,056
(Decrease) increase in accounts payable and accrued liabilities		(1,207)		(22,952)
Net Cash Provided by (Used) in Operating Activities		(217,251)		(54,950)
Cash Flows From Investing Activities:
Purchases of trading securities		(1,380,780)		(1,602,048)
Purchases of available-for-sale securities		(500,000)		(42,500)
Proceeds from sale of trading securities		8,176,418		2,283,343
Purchase of property and equipment		-		(273)
Purchase of domain name		(5,000)		-
Net Cash Provided by Investing Activities		6,290,638		638,522
Cash Flows From Financing Activities:
Repayment of notes, advances and related party payables		-		(310,000)
Net Cash (Used) by Financing Activities		-		(310,000)
Increase in Cash		6,073,387		273,572
Cash at beginning of period		1,628,529		382,946
Cash at end of period	$	7,701,916	$	656,518
Supplemental Disclosure of Interest and Income Taxes Paid:
Interest paid during the period	$	-	$	9,236
Income taxes paid during the period	$	-	$	-
Supplemental Disclosure of Non-cash Investing  and Financing Activities:
Marketable securities acquired through related party notes	$	-	$	2,605,218
Forgiveness of related party debt	$	-	$	301,937
Unrealized gain (loss) on available-for-sale	$	5,157,126	$	2,529,540
The accompanying notes are an integral part of these consolidated financial statements.

5

EAT AT JOE’S LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

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.

Interim Financial Statements

The unaudited financial statements as of June 30, 2014 and for the six month periods ended June 30, 2014 and 2013 reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly state the financial position and results of operations for the six months. Operating results for interim periods are not necessarily indicative of the results which can be expected for full years.

Organization

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.

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.

The Company has generated a net income before taxes for the quarter ended June 30, 2014 of $5,617,475; however it had a loss from operations of $162,088. As of June 30, 2014, the Company had an accumulated deficit of $10,038,100. These conditions continue to 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’s plans include searching for and opening new restaurants in the future, utilizing company assets to maximize shareholder value 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.   

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Nature of Business

The Company owns and operates a theme restaurant 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. 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. Market East, Inc., a Nevada corporation, E.A.J. MO, Inc., a Nevada corporation, E.A.J. Walnut Street, Inc., a Nevada corporation, and 1398926 Ontario, Inc. and 1337855 Ontario, Inc., Ontario corporations.  All significant intercompany accounts and transactions have been eliminated.

Inventories

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

Revenue Recognition

The Company generates revenue from the sale of food and beverage through its restaurants. Revenue is recognized upon receipt of payment.

Income Taxes

The Company accounts for income taxes under the provisions of ASC 740 (formerly SFAS No. 109, “Accounting for Income Taxes”).  ASC 740 requires a company to first determine whether it is more likely than not (which is defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information.  A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.

Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each year end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.  A valuation allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or some portion, of the deferred tax assets will not be realized.  Income tax expense is the sum of current income tax plus the change in deferred tax 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:

7

Furniture & fixtures	5-10 years
Equipment	5- 7 years
Computer equipment	3 years
Leasehold improvements	6-15 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.

Recent Accounting Standards

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

- Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and

- Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

In July 2013, the FASB issued Accounting Standards Update 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry-forward, a Similar Tax Loss, or a Tax Credit Carry-forward Exists. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carry-forward, a similar tax loss or a tax credit carry-forward, except as follows. To the extent a net operating loss carry-forward, a similar tax loss or a tax credit carry-forward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. This Update applies to all entities that have unrecognized tax benefits when a net operating loss carry-forward, a similar tax loss, or a tax credit carry-forward exists at the reporting date. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013.

8

The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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 467,290 and 2,631,579, common shares as of June 30, 2014 and 2013, respectively.

Pervasiveness of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires 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. At June 30, 2014, the Company had cash deposits in one financial institution that were above FDIC limits of $250,000.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1:	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2:	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

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Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments.  The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at June 30, 2014.

The Company does not have any assets or liabilities measured at fair value on a non-recurring basis.

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 purchased with the intent of selling them before they reach maturity and 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. All of the Company’s available-for-sale securities are marketable securities and have no maturity date. When sold the cost of the securities is determined using the average purchase cost of the securities. On occasion the Company will transfer some of its available for sale securities to trading securities. When this occurs the unrealized gain or loss is immediately recognized in earnings. Trading securities are purchased with the intent of selling them in the short term. During the period ended June 30, 2014 the Company recognized a $348,750 unrealized gain on securities transferred from available for sale to trading. No securities have been transferred from trading to available for sale. The cost basis of the Company’s available-for-sale securities as of June 30, 2014 and December 31, 2013 was $4,122,600 and $4,228,850, respectively.

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

Investments in securities are summarized as follows:

		June 30, 2014
		Gross		Gross		Net
		Unrealized		Unrealized		Unrealized		Fair
		Gain		Loss		Gain (Loss)		Value
Trading securities	$	1,684,865	$	1,435,383	$	249,482	$	1,553,213
Available-for-sale securities	$	2,465,539	$	7,622,665	$	5,157,126	$	7,994,720

		December 31, 2013
		Gross		Gross		Net
		Unrealized		Unrealized		Unrealized		Fair
		Gain		Loss		Gain (Loss)		Value
Trading securities	$	4,966,872	$	6,692,643	$	(1,725,771)	$	1,717,438
Available-for-sale securities	$	10,665,813	$	7,144,642	$	3,521,171	$	2,900,090

Results of operations for the quarter ended June 30, 2014 includes a gain of $249,482 on unrealized holding gains on trading securities. For the quarter ended June 30, 2014, other comprehensive income includes $5,157,126 for an unrealized holding gains on available-for-sale securities.

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Realized gains and losses are determined on the basis of specific identification. During the quarter ended June 30, 2014 and 2013, sales proceeds and gross realized gains and losses on securities classified as available-for-sale securities and trading securities were:

		June 30, 2014		June 30, 2013
Trading securities:
Sales Proceeds	$	8,176,418	$	2,283,343
Gross Realized Losses	$	(122,122)	$	(1,341,398)
Gross Realized Gains	$	5,941,554	$	1,837,696
Gain (loss) on sale of marketable securities	$	5,819,432	$	496,298

Available-for-sale securities:		June 30, 2014		June 30, 2013
Sale Proceeds	$	-	$	-
Gross Realized Losses	$	-	$	-
Gross Realized Gains	$	-	$	-

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

				Fair Value Measurements at Reporting Date Using
				Quoted Prices		Significant		Significant
				in Active		Other		Unobservable
		Fair Value at		Markets		Observable Inputs		Inputs
		June 30, 2014		(Level 1)		(Level 2)		(Level 3)
Trading securities	$	1,553,213	$	1,553,213	$	-	$	-
Available-for-sale securities	$	7,994,720	$	7,994,720	$	-	$	-
Total	$	9,547,933	$	9,547,933	$	-	$	-

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

NOTE 2 - FIXED ASSETS

Fixed assets consisted of the following at:

	June 30, 2014		December 31, 2013
Equipment	$	106,861	$	106,861
Furniture & fixtures		3,964		3,964
Leasehold improvements		274,637		274,637
Less: accumulated depreciation		(194,296)		(158,164)
Property and equipment, net	$	191,166	$	227,298

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Depreciation expense for the quarter ended June 30, 2014 and 2013 was $36,132 and $25,246, respectively.

NOTE 3 - RELATED PARTY TRANSACTIONS

In prior years, Joseph Fiore, CEO of the Company, and Berkshire Capital, which is controlled by Mr. Fiore, paid expenses and made advances to the Company.  All expenses paid on behalf of the company have been recorded in the consolidated statements of operations for the period incurred.  At June 30, 2014 and December 31, 2013 $1,325,101 and $1,286,035, respectively of principal and accrued interest was due on this loan.

On September 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. At June 30, 2014 and December 31, 2013, $139,386 and $135,276, respectively of principal and accrued interest was due on this loan.

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 January 8, 2008, $375,156 was paid on this note.  At June 30, 2014 and December 31, 2013, $152,058 and $147,575, respectively of principal and accrued interest was due on this loan.

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.  At June 30, 2014 and December 31, 2013, $240,888 and $233,786, respectively of principal and accrued interest was due on this loan.

  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.  At June 30, 2014 and December 31, 2013, $82,407 and $79,977, respectively of principal and accrued interest was due on this loan.

   On January 5, 2012, the Company acquired 3,500,000 shares of Plandai, Inc, from Berkshire Capital Management in exchange for a demand note in the amount of $1,575,000. The note has a five year term with principal and interest due January 5, 2017. The interest rate is 6% A.P.R. At June 30, 2014 and December 31, 2013, $1,810,150 and $1,762,900, respectively of principal and accrued interest was due on this loan.

  On February 1, 2012, the Company acquired 3,500,000 shares of Inscor, Inc. from Berkshire Capital Management in exchange for a demand note in the amount of $3,675,000. The note has a five year term with principal and interest due February 1, 2017. The interest rate is 6% A.P.R. At June 30, 2014 and December 31, 2013, $4,207,372 and $4,097,122, respectively of principal and accrued interest was due on this loan.

  On May 14, 2013, the Company acquired 8,000,000 shares of Nuvilex, Inc. from Berkshire Capital Management in exchange for a demand note in the amount of $1,420,000. The note has a five year term with principal and interest due May 14, 2018. The interest rate is 6% A.P.R. At June 30, 2014 and December 31, 2013, $1,516,171 and $1,473,570, respectively of principal and accrued interest was due on this loan.

  On May 21, 2013, the Company acquired 8,230,637 shares of Nuvilex, Inc. from Joseph Fiore in exchange for a demand note in the amount of $1,185,218. The note has a five year term with principal and interest due May 21, 2018. The interest rate is 6% A.P.R. At June 30, 2014 and December 31, 2013, $1,264,316 and $1,228,762, respectively, of principal and accrued interest was due on this loan.

Interest expense of $292,846 and $535,674 was capitalized during the six months ended June 30, 2014 and the year ended December 31, 2013, respectively.

A summary of the above related party transactions is presented below.

Related Party	Date of loan		June 30, 2014		December 31, 2013
Joseph Fiore	May 21, 2013	$	1,264,316	$	1,228,762
Berkshire Capital Management	May 14, 2013		1,516,171		1,473,570
Berkshire Capital Management	February 1, 2012		4,207,372		4,097,122
Berkshire Capital Management	January 5, 2012		1,810,150		1,762,900
Joseph Fiore	2010 & 2011		1,325,101		1,286,035
Berkshire Capital Management	September 14, 2007		139,386		135,276
Berkshire Capital Management	July 17, 2007		152,058		147,575
Berkshire Capital Management	August 22, 2007		240,888		233,786
Berkshire Capital Management	September 20, 2007		82,407		79,977
		$	10,737,851	$	10,445,003
Less: Current Portion			1,939,838		1,882,648
Long Term Portion		$	8,798,011	$	8,562,355

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During the year ended December 31, 2013, Joseph Fiore forgave $301,937 of debt originally loaned to two of the Company’s subsidiaries that are no longer operating. The amount was written off to additional paid in capital.

NOTE 4 - 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 $14,000 per month basic rent plus percentage rent equal to 20% of gross revenues above $1,200,000 under the lease which expires April 2017.  Rent expense for the six months ended June 30, 2014 and 2013 was $106,260 and $108,315, respectively. In addition to the minimum basic rent of $14,000 per month, rent expense also includes approximately $3,400 per month for other items charged by the landlord in connect with rent.

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

Year Ended December 31,			Real Property
	2014	$	168,000
	2015		168,000
	2016		168,000
	2017		56,000
	Total five year minimum lease payments	$	560,000

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.

During 2011, the restaurant was closed for renovation starting in February 2011 and reopening in May 2011. The Company paid a construction security deposit of $15,000 prior to construction. The Company expects the deposit to be refunded in 2014.

NOTE 5 - CONVERTIBLE PREFERRED STOCK

The Series E Convertible Preferred Stock carries the following rights and preferences;

* No dividends.

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*	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 467,290 common shares at June 30, 2014).
*	Convertible at the Option of the Company at par value only after repayment of the shareholder loans from Joseph Fiore and subject to the holder’s option to convert.
*	Entitled to vote 1,000 votes per share of Series E Convertible Preferred Shares.
*	Entitled to liquidation preference at par value.
*	Is senior to all other share of preferred or common shares issued past, present and future.

NOTE 6 – RESTATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended December 31, 2013, have been amended to correct a material departure from GAAP which was due to the Company incorrectly using the valuation date subsequent to period end to value its available-for-sale marketable securities. An analysis of the restated December 31, 2013 balance sheet is as follows.

1 - Change is due to a material departure from GAAP due to the Company using the valuation date subsequent to period end to value its marketable securities.

	December 31,  2013
Current Assets:		As Reported		Adjustment		As Restated
Cash and cash equivalents	$	1,628,529	$	-	$	1,628,529
Accounts receivable		1,093		-		1,093
Inventory		16,500		-		16,500
Prepaid expense		17,477		-		17,477
Prepaid stock purchase		-		43,750	1	43,750
Security deposit		15,000		-		15,000
Trading securities		1,717,438		-		1,717,438
Available-for-sale securities		9,089,608		(6,189,518)	1	2,900,090
Deferred income taxes - current		758,000				758,000
Total Current Assets		13,243,645		(6,145,768)		7,097,877
Property and equipment, net		227,298		-		227,298
Deferred income taxes – non-current		282,000				282,000
TOTAL ASSETS	$	13,752,943	$	(6,145,768)	$	7,607,175
LIABILITIES
Current Liabilities:
Accounts payable and accrued liabilities	$	39,374	$	-	$	39,374
Related party notes payable		1,882,648		-		1,882,648
Total Current Liabilities		1,922,022		-		1,922,022
Noncurrent related party notes payable		8,562,355		-		8,562,355
Total Liabilities		10,484,377		-		10,484,377
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock		2		-		2
Common Stock		13,663		-		13,663
Additional paid-in capital		14,049,717		-		14,049,717
Unrealized gain (loss) on available-for-sale securities		4,860,759		(6,145,768)	1	(1,285,009)
Retained deficit		(15,655,575)		-		(15,655,575)
Total Stockholders’ Equity (Deficit)		3,268,566		(6,145,768)		(2,877,202)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	13,752,943	$	(6,145,768)		7,607,175

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The consolidated financial statements for the six months ended June 30, 2013 have been amended for failure to record the acquisition of marketable securities and the related notes payable, interest, and the resulting unrealized gains and losses. An analysis of the restated June 30, 2013 Statement of Operations is as follows.

1 – In 2012 the Company acquired 3,500,000 shares of Plandai, Inc. valued at the FMV of $1,575,000 and 3,500,000 shares of Inscor, Inc. valued at the FMV of $3,675,000 from Berkshire Capital Management. The shares were exchanged for two demand notes, carrying an interest rate of 6%.

2 – The change is due to the mark to market of the new available for sale securities.

	For the Three Months Ended June 30,  2013							For the Six Months Ended June 30,  2013
		As Reported		Adjustment		As Restated		As Reported		Adjustment		As Restated
Revenues	$	326,740	$	-	$	326,740	$	604,068	$	-	$	604,068
Cost of revenues		97,068		-		97,068		181,622		-		181,622
Gross Margin		229,672		-		229,672		422,446		-		422,446
Operating Expenses:
Labor and related expenses		83,067		-		83,067		163,653		-		163,653
Rent		52,127		-		52,127		108,315		-		108,315
Depreciation		12,471		-		12,471		25,246		-		25,246
Other general and administrative		87,988		-		87,988		183,030		-		183,030
Total Operating Expenses		235,653		-		235,653		480,244		-		480,244
Net Operating Loss		(5,981)		-		(5,981)		(57,798)		-		(57,798)
Other Income (Expense):
Interest income		225		-		225		368		-		368
Interest expense		(32,242)		(96,711)	1	(128,953)		(65,595)		(175,461)	1	(241,056)
Unrealized gain (loss) on trading securities		1,703,399		(2,148,768)		(445,369)		2,006,760		(2,147,308)		(140,548)
Gain (loss) on sale of marketable securities		1,606,576		(1,215,612)		390,964		1,738,071		(1,241,773)		496,298
Net Other Income (Expense)		3,277,958		(3,461,091)		(183,133)		3,679,604		(3,564,542)		115,062
Net Income (Loss)	$	3,271,977	$	(3,461,091)	$	(189,114)	$	3,621,806	$	(3,564,542)	$	57,264
Other Comprehensive Income (Loss):
Unrealized gain (loss) on available-for-sale securities		(109,890)		3,061,950	2	2,952,060		9,480		2,520,060	2	2,529,540
Comprehensive Income	$	3,162,087	$	(399,141)	$	2,762,946	$	3,631,286	$	(1,044,482)	$	2,586,804
Income Per Common Share:	$	0.02	$	-	$	(0.00)	$	0.03	$	-	$	0.00
Income Per Common Share, Diluted:	$	0.02	$	-	$	(0.00)	$	0.03	$	-	$	0.00
Weighted Average Common Shares:
Basic		136,627,710		-		136,627,710		136,627,710		-		136,627,710
Diluted		139,259,289		-		139,259,289		139,259,289		-		139,259,289

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NOTE 7 - SUBSEQUENT EVENTS

The Company has performed an evaluation of subsequent events in accordance with ASC Topic 855, noting no additional subsequent events other that would require disclosure.

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

General - The condensed consolidated interim financial statements and this discussion should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's annual report on Form 10-K for the year ended December 31, 2013.

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.

Results of Operations for the Three Months Ended June 30, 2014 and 2013:

Results of Operations - For the three months ended June 30, 2014 the Company had a net loss of $1,617,934 compared to a net loss of $189,114 for the three months ended June 30, 2013. The large increase in net loss is attributed to an overall net loss of other income / expense.

Total Revenues - For the three months ended June 30, 2014 and 2013, the Company had total sales of approximately $393,000 and $327,000, respectively, for an increase of approximately $66,000 or 20%. Management believes revenues will continue to increase in the future as airport traffic increases.

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Costs and Expenses - Costs of revenues, which include the costs of food, beverage, and kitchen supplies increased 2% as a percentage of sales during the quarter from 2013 to 2014.  

The cost of labor increased $11,475 to $94,542 from $83,067 for the three months ended June 30, 2014 compared to the three months ended June 30, 2013. The increase is a result of converting hourly employees to salaried employees to assure better customer service.

The cost of rent decreased approximately 2.2% as a percentage of sales from 2013 to 2014.   E.A.J. PHL Airport pays $14,000 per month basic rent plus percentage rent equal to 20% of gross revenues above $1,200,000 under the lease based on sales for the 12 month period from July to June of each year.  Basic rent is a fixed cost and percentage rent is variable, so the total rent paid varies from year to year.  

General and administrative expenses increased 8.3% as a percentage of sales for the first quarter from 2013 to 2014.  The increase can be attributed to an increase in legal and accounting expenses incurred.

Interest expense increased $17,684 during the quarter from 2013 to 2014.  This increase is due to the increase in accrued interest on notes payable.

The unrealized loss on trading securities increased $990,014 from $445,369 for the three months ended June 30, 2013 to $1,435,383 for the three months ended June 30, 2014.  

The realized gain from the sale of marketable securities decreased $390,964 from $390,964 for the three months ended June 30, 2013 to $0 for the three months ended June 30, 2014.   

Results of Operations for the Six Months Ended June 30, 2014 and 2013:

Results of Operations - For the six months ended June 30, 2014 the Company had net income of $5,617,475 compared to net income of $57,264 for the six months ended June 30, 2013. The large increase in net income is attributed to a large gain on the sales of marketable securities.

Total Revenues - For the six months ended June 30, 2014 and 2013, the Company had total sales of approximately $730,000 and $604,000, respectively, for an increase of approximately $126,000 or 21%. Management believes revenues will continue to increase in the future as airport traffic increases.

Costs and Expenses - Costs of revenues, which include the costs of food, beverage, and kitchen supplies increased 1.7% as a percentage of sales during the quarter from 2013 to 2014.  

The cost of labor increased $23,159 to $186,812 from $163,653 for the six months ended June 30, 2014 compared to the six months ended June 30, 2013. The increase is a result of converting hourly employees to salaried employees to assure better customer service.

The cost of rent decreased approximately 3% as a percentage of sales from 2013 to 2014.   E.A.J. PHL Airport pays $14,000 per month basic rent plus percentage rent equal to 20% of gross revenues above $1,200,000 under the lease based on sales for the 12 month period from July to June of each year.  Basic rent is a fixed cost and percentage rent is variable, so the total rent paid varies from year to year.  

General and administrative expenses increased 15% as a percentage of sales for the six months ended June 30, from 2013 to 2014.  The increase can be attributed to an increase in legal and accounting expenses incurred.

Interest expense increased $51,790 during the quarter from 2013 to 2014.  This increase is due to the increase in accrued interest on notes payable.

The unrealized gain / loss on trading securities increased from a loss of $140,548 for the six months ended June 30, 2013 to a gain of $249,482 for the six months ended June 30, 2014.  

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The realized gain from the sale of marketable securities increased $5,323,134 from $496,298 for the six months ended June 30, 2013 to $5,819,432 for the six months ended June 30, 2014.   

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2014, the Company has an accumulated deficit of $10,038,100. 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’s plans include searching for and opening new restaurants in the future, utilizing company assets to maximize shareholder value 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.

The Company has met its capital requirements through the sale of its Common Stock, Convertible Preferred Stock, Convertible Debentures and Notes Payable.

Since the Company's re-activation in January 1997, the Company's principal capital requirements have been the funding of (i) the development of the Company and its 1950's diner style concept, (ii) the construction of its existing units and the acquisition of the furniture, fixtures and equipment therein and (iii) towards the development of additional units.

During the six months ended June 30, 2014, the Company received $8,176,418 in cash from proceeds of sales of trading securities for investing activities. Cash of $1,880,780 was used for the purchase of marketable equity securities for the six months ended June 30, 2014. As of June 30, 2014, the company owns trading and available for sale securities valued at $9,547,933.

 As of June 30, 2014, $10,737,849 in advances and accrued interest was due to related parties.

For the six months ended June 30, 2014 and 2013, cash flows used for operating activities were $217,251 and $54,950, respectively.

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.

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.

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

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

Investment in Marketable Securities

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

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

Recently Enacted and Proposed Regulatory Changes - Recently enacted and proposed changes in the laws and regulations affecting public companies, including the provisions of the Sarbanes-Oxley Act of 2002 and rules proposed by the SEC and NASDAQ could cause us to incur increased costs as we evaluate the implications of new rules and respond to new requirements. The new rules could make it more difficult for us to obtain certain types of insurance, including directors and officers liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on the Company's board of directors, or as executive officers. We are presently evaluating and monitoring developments with respect to these new and proposed rules, and we cannot predict or estimate the amount of the additional costs we may incur or the timing of such costs.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

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

(a) Evaluation of Disclosure Controls and Procedures

We have disclosed a material weakness in our internal control over financial reporting relating to our accounting for the acquisition of assets held for sale that could adversely affect our ability to report our financial condition, results of operations or cash flows accurately and on a timely basis.

        In connection with our assessment of internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 for fiscal year ended December 31, 2013 we identified a material weakness in our internal control over financial reporting relating to our accounting for the acquisition and cost of certain assets held for sale including stocks of third party companies. For a discussion of our internal control over financial reporting and a description of the identified material weakness, see "Management's Report on Internal Control over Financial Reporting" under Item 9A, "Controls and Procedures."

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A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. During 2012 and 2013 management's procedures and testing identified errors that led management to conclude that control deficiencies exist related to the Company’s financial reporting and accounting relative to the recording and calculation of the cost basis for stocks acquired by the Company and held for sale.

 A material weakness in our internal control over financial reporting could adversely impact our ability to provide timely and accurate financial information. While considerable actions have been taken to improve our internal controls in response to the material weakness described above, additional work continues. If we are unsuccessful in implementing or following our remediation plan, we may not be able to timely or accurately report our financial condition, results of operations or cash flows or maintain effective disclosure controls and procedures. If we are unable to report financial information timely and accurately or to maintain effective disclosure controls and procedures, we could be subject to, among other things, regulatory or enforcement actions by the SEC and possible delisting from the OTC Bulletin Board Exchange, securities litigation, debt rating agency downgrades or rating withdrawals, any one of which could adversely affect the valuation of our common stock and could adversely affect our business prospects.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting refers to a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in connection with generally accepted accounting principles, including those policies and procedures that:

- pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

- provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

- provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

       Because of its inherent limitations, internal control over financial reporting cannot provide absolute assurance of the prevention or detection of misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In connection with the preparation of the Annual Report on Form 10-K for the year ended December 31, 2013 management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our internal controls over financial reporting, pursuant to Rule 13a-15 under the Exchange Act.  Our Chief Executive Officer and Chief Financial Officer have concluded that the design and operation of our internal controls and procedures are effective as of December 31, 2013 with the exception of a material weakness in our internal control over financial reporting relating to our accounting for the recording and acquisition cost of certain assets held for sale including stocks of third party companies.   In prior periods, the Company received stock issued by third party companies in exchange for long-term debt which the Company could, at its discretion, liquidate to raise operating capital.  The Company failed to record this stock and related debt acquired upon acquisition. In addition, when recorded the Company valued these shares based on the value of the original consideration paid for such shares rather than the fair market value of the shares on the date they were received by the Company, as required under US generally accepted accounting principles. 

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(b) Changes in Internal Controls

Management has determined that the Company lacked sufficient accounting and financial experience and knowledge to properly account for such transactions and has subsequently taken steps to ensure that transactions which fall outside of the normal course of business are reviewed by a third party accounting expert to ensure proper treatment in the Company’s financial statements.   There were no other significant changes in our internal controls over financial reporting that occurred that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

None.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None.

Item 6. 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.

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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, 2014	By: /s/ Joseph Fiore Joseph Fiore Chief Executive Officer, Chief Financial Officer, Chairman and Secretary (Principal Executive Officer & Principal Accounting Officer)

23

EX-31

EXHIBIT 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Joseph Fiore, certify that:

1.    I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2014 of Eat at Joe’s Ltd.;

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

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

4.       The registrant’s other certifying officer(s) and I are responsible for establishing for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.      Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles,

c.      Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 14, 2014

/s/ Joseph Fiore

Joseph Fiore, Chief Executive Officer

(Principal Executive Officer)

EX-31

EXHIBIT 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Joseph Fiore, certify that:

1.    I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2014 of Eat at Joe's Ltd.;

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

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

4.   The registrant’s other certifying officer(s) and I are responsible for establishing for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles,

c.    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.   The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 14, 2014

/s/ Joseph Fiore

Joseph Fiore, Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Eat at Joe's Ltd. (the “Company”) on Form 10-Q for the quarter ended June 30, 2014 as filed with the Securities and Exchange Commission (the “Report”), I, Joseph Fiore, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to SS. 906 of the Sarbanes-Oxley Act of 2002, that:

1.         The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.         The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

August 14, 2014	/s/ Joseph Fiore
	Joseph Fiore, Chief Executive Officer (Principal Executive Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Eat at Joe's Ltd. (the “Company”) on Form 10-Q for the quarter ended June 30, 2014 as filed with the Securities and Exchange Commission (the “Report”), I, Joseph Fiore, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to SS. 906 of the Sarbanes-Oxley Act of 2002, that:

1.         The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.         The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

August 14, 2014	/s/ Joseph Fiore
	Joseph Fiore, Chief Financial Officer and (Principal Financial and Accounting Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Rent And Lease Expense (Minimum Future Lease Payments) (Details) (Real Property, USD $)	Jun. 30, 2014
Real Property
Year Ended December 31,
2014	$ 168,000
2015	168,000
2016	168,000
2017	56,000
Total Five Year Minimum Lease Payments	$ 560,000

XML

Rent And Lease Expense

6 Months Ended

Jun. 30, 2014

Rent And Lease Expense

Rent and Lease Expense

NOTE 4 - 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 $14,000 per month basic rent plus percentage rent equal to 20% of gross revenues above $1,200,000 under the lease which expires April 2017.  Rent expense for the six months ended June 30, 2014 and 2013was $106,260and $108,315, respectively. In addition to the minimum basic rent of $14,000 per month, rent expense also includes approximately $3,400 per month for other items charged by the landlord in connect with rent.

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

Year Ended December 31,	Real Property
2014	$	168,000
2015		168,000
2016		168,000
2017		56,000
Total five year minimum lease payments	$	560,000

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.

During 2011, the restaurant was closed for renovation starting in February 2011 and reopening in May 2011. The Company paid a construction security deposit of $15,000 prior to construction. The Company expects the deposit to be refunded in 2014.

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Related Party Transactions (Narrative) (Details) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended		0 Months Ended				0 Months Ended			12 Months Ended	0 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013	Sep. 14, 2007 Berkshire Capital Management Investment in International Oil and Gas Holdings Corp Notes Payable Dated - September 14, 2007	Jan. 08, 2008 Berkshire Capital Management Investment in International Oil and Gas Holdings Corp Notes Payable Dated - July 17, 2007	Jul. 17, 2007 Berkshire Capital Management Investment in International Oil and Gas Holdings Corp Notes Payable Dated - July 17, 2007	Aug. 22, 2007 Berkshire Capital Management Investment in International Oil and Gas Holdings Corp Notes Payable Dated - August 22, 2007	Sep. 20, 2007 Berkshire Capital Management Investment in International Oil and Gas Holdings Corp Notes Payable Dated - September 20, 2007	Jan. 05, 2012 Berkshire Capital Management Investment In Plandai Inc Notes Payable Dated - January 05, 2012	Feb. 01, 2012 Berkshire Capital Management Investment In Inscor, Inc. Notes Payable Dated - February 01, 2012	May 14, 2013 Berkshire Capital Management Investment In Nuvilex, Inc Notes Payable Dated - May 14, 2013	Dec. 31, 2013 Joseph Fiore, CEO of the Company and Berkshire Capital	May 21, 2013 Joseph Fiore, CEO of the Company and Berkshire Capital Investment In Nuvilex, Inc Notes Payable Dated - May 21, 2013
No of shares acquired						1,000,000		3,000,000	2,000,000	1,000,000	3,500,000	3,500,000	8,000,000		8,230,637
Demand notes						$ 125,000		$ 465,000	$ 160,000	$ 55,000	$ 1,575,000	$ 3,675,000	$ 1,420,000		$ 1,185,218
Interest rate on demand notes						6.00%		6.00%	6.00%	6.00%	6.00%	6.00%	6.00%		6.00%
Repayment of loan							375,156
Due date											Jan. 05, 2017	Feb. 01, 2017	May 14, 2018		May 21, 2018
Interest expense	146,637	128,953	292,846	241,056	535,674
Forgiveness of debt				$ 301,937										$ 301,937

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Organization And Summary Of Significant Accounting Policies (Narrative) (Details) (USD $)	6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2013	Jan. 06, 1988
Organization And Summary Of Significant Accounting Policies Narrative Details
Shares of common stock initially issued and outstanding	136,627,710	136,627,710		12,450,000
Shares of common stock registered with sec				1,777,000
Preferred shares converted	467,290		2,631,579
FDIC limit of cash deposits	$ 250,000
Unrealized gain on securities transferred from available for sale to trading	348,750
Cost basis of the company's available-for-sale securities	$ 4,122,600	$ 4,228,850

XML

Rent And Lease Expense (Narrative) (Details) (USD $)

6 Months Ended

Jun. 30, 2014

Dec. 31, 2013

Dec. 31, 2011

Rent And Lease Expense Narrative Details

Description of terms of lease

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 $14,000 per month basic rent plus percentage rent equal to 20% of gross revenues above $1,200,000 under the lease which expires April 2017.

Basic rent per month under lease

$ 14,000

Other per month expenses paid to landlord

3,400

Construction security deposit

$ 15,000

$ 15,000

$ 15,000

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Convertible Preferred Stock (Narrative) (Details)

6 Months Ended

Jun. 30, 2014

Convertible Preferred Stock Narrative Details

Voting rights of series e convertible preferred shares

Entitled to vote 1,000 votes per share of Series E Convertible Preferred Shares.

Convertible preferred stock conversion terms

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 467,290common shares at June 30, 2014).

Convertible at the Option of the Company at par value only after repayment of the shareholder loans from Joseph Fiore and subject to the holder’s option to convert.

XML

Related Party Transactions

6 Months Ended

Jun. 30, 2014

Related Party Transactions

Related Party Transactions

NOTE 3 - RELATED PARTY TRANSACTIONS

In prior years, Joseph Fiore, CEO of the Company, and Berkshire Capital, which is controlled by Mr. Fiore, paid expenses and made advances to the Company.  All expenses paid on behalf of the company have been recorded in the consolidated statements of operations for the period incurred.  At June 30, 2014 and December 31, 2013 $1,325,101 and $1,286,035, respectively of principle and accrued interest was due on this loan.

On September 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. AtJune 30, 2014 and December 31, 2013, $139,386 and $135,276, respectively of principle and accrued interest was due on this loan.

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 January 8, 2008, $375,156 was paid on this note.  At June 30, 2014 and December 31, 2013, $152,058and $147,575, respectively of principle and accrued interest was due on this loan.

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.  At June 30, 2014 and December 31, 2013, $240,888 and $233,786, respectively of principle and accrued interest was due on this loan.

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.  At June 30, 2014 and December 31, 2013, $82,407 and $79,977, respectively of principle and accrued interest was due on this loan.

On January 5, 2012, the Company acquired 3,500,000 shares of Plandai, Inc, from Berkshire Capital Management in exchange for a demand note in the amount of $1,575,000. The note has a five year term with principle and interest due January 5, 2017. The interest rate is 6% A.P.R. At June 30, 2014 and December 31, 2013, $1,810,150 and $1,762,900, respectively of principle and accrued interest was due on this loan.

On February 1, 2012, the Company acquired 3,500,000 shares of Inscor, Inc. from Berkshire Capital Management in exchange for a demand note in the amount of $3,675,000. The note has a five year term with principle and interest due February 1, 2017. The interest rate is 6% A.P.R. At June 30, 2014 and December 31, 2013, $4,207,372and $4,097,122, respectively of principle and accrued interest was due on this loan.

On May 14, 2013, the Company acquired 8,000,000 shares of Nuvilex, Inc. from Berkshire Capital Management in exchange for a demand note in the amount of $1,420,000. The note has a five year term with principle and interest due May 14, 2018. The interest rate is 6% A.P.R. At June 30, 2014 and December 31, 2013, $1,516,171 and $1,473,570, respectively of principle and accrued interest was due on this loan.

On May 21, 2013, the Company acquired 8,230,637 shares of Nuvilex, Inc. from Joseph Fiore in exchange for a demand note in the amount of $1,185,218. The note has a five year term with principle and interest due May 21, 2018. The interest rate is 6% A.P.R. At June 30, 2014 and December 31, 2013, $1,264,316 and $1,228,762, respectively, of principle and accrued interest was due on this loan.

Interest expense of $292,846 and $535,674 was capitalized during the six months ended June 30, 2014 and the year ended December 31, 2013, respectively.

A summary of the above related party transactions is presented below.

Related Party	Date of loan	June 30, 2014		December 31, 2013
Joseph Fiore	May 21, 2013	$	1,264,316	$	1,228,762
Berkshire Capital Management	May 14, 2013		1,516,171		1,473,570
Berkshire Capital Management	February 1, 2012		4,207,372		4,097,122
Berkshire Capital Management	January 5, 2012		1,810,150		1,762,900
Joseph Fiore	2010 & 2011		1,325,101		1,286,035
Berkshire Capital Management	September 14, 2007		139,386		135,276
Berkshire Capital Management	July 17, 2007		152,058		147,575
Berkshire Capital Management	August 22, 2007		240,888		233,786
Berkshire Capital Management	September 20, 2007		82,407		79,977
		$	10,737,851	$	10,445,003
Less: Current Portion			1,939,838		1,882,648
Long Term Portion		$	8,798,011	$	8,562,355

During the year ended December 31, 2013, Joseph Fiore forgave $301,937 of debt originally loaned to two of the Company’s subsidiaries that are no longer operating. The amount was written off to additional paid in capital.

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Consolidated Balance Sheets (USD $)	Jun. 30, 2014	Dec. 31, 2013
Current Assets:
Cash	$ 7,701,916	$ 1,628,529
Accounts receivable	1,320	1,093
Inventory	16,500	16,500
Prepaid expense	45,833	17,477
Prepaid stock purchase	108,750	43,750
Security deposit	15,000	15,000
Trading securities	1,553,213	1,717,438
Available-for-sale securities	7,994,720	2,900,090
Deferred income taxes - current	758,000	758,000
Total Current Assets	18,195,252	7,097,877
Property and equipment, net	191,166	227,298
Domain name	5,000
Deferred income taxes - non-current	282,000	282,000
TOTAL ASSETS	18,673,418	7,607,175
Current Liabilities:
Accounts payable and accrued liabilities	38,167	39,374
Related party notes payable	1,939,838	1,882,648
Total Current Liabilities	1,978,005	1,922,022
Noncurrent related party notes payable	8,798,011	8,562,355
Total Liabilities	10,776,016	10,484,377
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 20,000 Series E shares issued and outstanding	2	2
Common stock, $0.0001 par value, 250,000,000 shares authorized; 136,627,710 and 136,627,710 issued and outstanding, respectively	13,663	13,663
Additional paid-in capital	14,049,717	14,049,717
Unrealized gain (loss) on available-for-sale securities	(3,872,120)	1,285,009
Retained deficit	(10,038,100)	(15,655,575)
Total Stockholders' Equity (Deficit)	7,897,402	(2,877,202)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	18,673,418	7,607,175
Series E Preferred Stock
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 20,000 Series E shares issued and outstanding	$ 2	$ 2

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Organization And Summary Of Significant Accounting Policies

6 Months Ended

Jun. 30, 2014

Organization And Summary Of Significant Accounting Policies

Organization and Summary of Significant Accounting Policies

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.

Interim Financial Statements

The unaudited financial statements as of June 30, 2014and for the six month periods ended June 30, 2014and 2013reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly state the financial position and results of operations for the six months. Operating results for interim periods are not necessarily indicative of the results which can be expected for full years.

Organization

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.

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.

The Company has generated a net income before taxes for the quarter ended June 30, 2014 of $5,617,475; however it had a loss from operations of $162,088. As of June 30, 2014, the Company had an accumulated deficit of $10,038,100. These conditions continue to 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’s plans include searching for and opening new restaurants in the future, utilizing company assets to maximize shareholder value 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 owns and operates a theme restaurant 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. 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. Market East, Inc., a Nevada corporation, E.A.J. MO, Inc., a Nevada corporation, E.A.J. Walnut Street, Inc., a Nevada corporation, and 1398926 Ontario, Inc. and 1337855 Ontario, Inc., Ontario corporations.  All significant intercompany accounts and transactions have been eliminated.

Inventories

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

Revenue Recognition

The Company generates revenue from the sale of food and beverage through its restaurants. Revenue is recognized upon receipt of payment.

Income Taxes

The Company accounts for income taxes under the provisions of ASC 740 (formerly SFAS No. 109, “Accounting for Income Taxes”).  ASC 740 requires a company to first determine whether it is more likely than not (which is defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information.  A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.

Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each year end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.  A valuation allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or some portion, of the deferred tax assets will not be realized.  Income tax expense is the sum of current income tax plus the change in deferred tax 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 years
Equipment	5- 7 years
Computer equipment	3 years
Leasehold improvements	6-15 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.

Recent Accounting Standards

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

- Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and

- Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

In July 2013, the FASB issued Accounting Standards Update 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry-forward, a Similar Tax Loss, or a Tax Credit Carry-forward Exists. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carry-forward, a similar tax loss or a tax credit carry-forward, except as follows. To the extent a net operating loss carry-forward, a similar tax loss or a tax credit carry-forward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. This Update applies to all entities that have unrecognized tax benefits when a net operating loss carry-forward, a similar tax loss, or a tax credit carry-forward exists at the reporting date. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013.

The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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 467,290and 2,631,579, common shares as of June 30, 2014 and 2013, respectively.

Pervasiveness of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires 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. At June 30, 2014, the Company had cash deposits in one financial institution that were above FDIC limits of $250,000.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1:	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2:	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments.  The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at June 30, 2014.

The Company does not have any assets or liabilities measured at fair value on a non-recurring basis.

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 purchased with the intent of selling them before they reach maturity and 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. All of the Company’s available-for-sale securities are marketable securities and have no maturity date. When sold the cost of the securities is determined using the average purchase cost of the securities. On occasion the Company will transfer some of its available for sale securities to trading securities. When this occurs the unrealized gain or loss is immediately recognized in earnings. Trading securities are purchased with the intent of selling them in the short term. During the period ended June 30, 2014the Company recognized a $348,750 unrealized gain on securities transferred from available for sale to trading. No securities have been transferred from trading to available for sale. The cost basis of the Company’s available-for-sale securities as of June 30, 2014 and December 31, 2013 was $4,122,600 and $4,228,850, respectively.

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

Investments in securities are summarized as follows:

	June 30, 2014
	Gross		Gross		Net
	Unrealized		Unrealized		Unrealized		Fair
	Gain		Loss		Gain (Loss)		Value
Trading securities	$	1,684,865	$	1,435,383	$	249,482	$	1,553,213
Available-for-sale securities	$	2,465,539	$	7,622,665	$	5,157,126	$	7,994,720

	December 31, 2013
	Gross		Gross		Net
	Unrealized		Unrealized		Unrealized			Fair
	Gain		Loss		Gain (Loss)			Value
Trading securities	$	4,966,872	$	6,692,643	$	(1,725,771	)	$	1,717,438
Available-for-sale securities	$	10,665,813	$	7,144,642	$	3,521,171		$	2,900,090

Results of operations for the quarter ended June 30, 2014 includes a gain of $249,482 on unrealized holding gains on trading securities. For the quarter ended June 30, 2014, other comprehensive income includes $5,157,126 for an unrealized holding gains on available-for-sale securities.

Realized gains and losses are determined on the basis of specific identification. During the quarter ended June 30, 2014 and 2013, sales proceeds and gross realized gains and losses on securities classified as available-for-sale securities and trading securities were:

	June 30, 2014			June 30, 2013
Trading securities:
Sales Proceeds	$	8,176,418		$	2,283,343
Gross Realized Losses	$	(122,122	)	$	(1,341,398	)
Gross Realized Gains	$	5,941,554		$	1,837,696
Gain (loss) on sale of marketable securities	$	5,819,432		$	496,298

		June 30, 2014		June 30, 2013
Available-for-sale securities:
Sale Proceeds	$	—	$	—
Gross Realized Losses	$	—	$	—
Gross Realized Gains	$	—	$	—

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

			Fair Value Measurements at Reporting Date Using
			Quoted Prices in Active		Significant Other Observable		Significant Unobservable
	Fair Value at		Markets		Inputs		Inputs
	June 30, 2014		(Level 1)		(Level 2)		(Level 3)
Trading securities	$	1,553,213	$	1,553,213	$	—	$	—
Available-for-sale securities	$	7,994,720	$	7,994,720	$	—	$	—
Total	$	9,547,933	$	9,547,933	$	—	$	—

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

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Organization And Summary Of Significant Accounting Policies (Schedule Of Fair Value Of Assets) (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Trading Securities	$ 1,553,213	$ 1,717,438
Available-For-Sale Securities	7,994,720	2,900,090
Estimated Fair Value
Trading Securities	1,553,213
Available-For-Sale Securities	7,994,720
Total	9,547,933
Fair Value Measurements Using Quoted Prices in Active Markets (Level 1)
Trading Securities	1,553,213
Available-For-Sale Securities	7,994,720
Total	9,547,933
Fair Value Measurements Using Significant Other Observable Inputs (Level 2)
Trading Securities
Available-For-Sale Securities
Total
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Trading Securities
Available-For-Sale Securities
Total

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Related Party Transactions (Details) (USD $)	6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Due to related parties	$ 10,737,851	$ 10,445,004
Related party payable - current portion	1,939,838	1,882,648
Related party payable - long term portion	8,798,011	8,562,355
Joseph Fiore, CEO of the Company and Berkshire Capital | Notes Payable Dated - May 21, 2013
Due to related parties	1,264,316	1,228,762
Date of loan	May 21, 2013
Joseph Fiore, CEO of the Company and Berkshire Capital | Notes Payable Dated - 2011 And 2010
Due to related parties	1,325,101	1,286,035
Loan period	2010 & 2011
Berkshire Capital Management | Notes Payable Dated - May 14, 2013
Due to related parties	1,516,171	1,473,570
Date of loan	May 14, 2013
Berkshire Capital Management | Notes Payable Dated - February 01, 2012
Due to related parties	4,207,372	4,097,122
Date of loan	Feb. 01, 2012
Berkshire Capital Management | Notes Payable Dated - January 05, 2012
Due to related parties	1,810,150	1,762,900
Date of loan	Jan. 05, 2012
Berkshire Capital Management | Notes Payable Dated - September 14, 2007
Due to related parties	139,386	135,276
Date of loan	Sep. 14, 2007
Berkshire Capital Management | Notes Payable Dated - July 17, 2007
Due to related parties	152,058	147,575
Date of loan	Jul. 17, 2007
Berkshire Capital Management | Notes Payable Dated - August 22, 2007
Due to related parties	240,888	233,786
Date of loan	Aug. 22, 2007
Berkshire Capital Management | Notes Payable Dated - September 20, 2007
Due to related parties	$ 82,407	$ 79,977
Date of loan	Sep. 20, 2007

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Fixed Assets

6 Months Ended

Jun. 30, 2014

Property, Plant and Equipment [Abstract]

Fixed Assets

NOTE 2 - FIXED ASSETS

Fixed assets consisted of the following at:

	June 30, 2014			December 31, 2013
Equipment	$	106,861		$	106,861
Furniture & fixtures		3,964			3,964
Leasehold improvements		274,637			274,637
Less: accumulated depreciation		(194,296	)		(158,164	)
Property and equipment, net	$	191,166		$	227,298

Depreciation expense for the quarter ended June 30, 2014 and 2013 was $36,132 and $25,246, respectively.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	136,627,710	136,627,710
Common stock, shares outstanding	136,627,710	136,627,710
Series E Preferred Stock
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, issued	20,000	20,000
Preferred stock, outstanding	20,000	20,000

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Rent And Lease Expense (Tables)

6 Months Ended

Jun. 30, 2014

Rent And Lease Expense Tables

Minimum Future Lease Payments

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

Year Ended December 31,	Real Property
2014	$	168,000
2015		168,000
2016		168,000
2017		56,000
Total five year minimum lease payments	$	560,000

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Document and Entity Information	6 Months Ended
	Jun. 30, 2014	Aug. 14, 2014
Document And Entity Information
Entity Registrant Name	EAT AT JOES LTD
Entity Central Index Key	0000829325
Document Type	10-Q
Document Period End Date	Jun. 30, 2014
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		136,627,710
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2014

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Restated Financial Statements (Tables)

6 Months Ended

Jun. 30, 2014

Notes to Financial Statements

Summary of the Effect of the Restatement for Prior Year Balance Sheet

	December 31,  2013
	As Reported			Adjustment				As Restated
Current Assets:
Cash and cash equivalents	$	1,628,529		$	—			$	1,628,529
Accounts receivable		1,093			—				1,093
Inventory		16,500			—				16,500
Prepaid expense		17,477			—				17,477
Prepaid stock purchase		—			43,750		1		43,750
Security deposit		15,000			—				15,000
Trading securities		1,717,438			—				1,717,438
Available-for-sale securities		9,089,608			(6,189,518	)	1		2,900,090
Deferred income taxes - current		758,000							758,000
Total Current Assets		13,243,645			(6,145,768	)			7,097,877
Property and equipment, net		227,298			—				227,298
Deferred income taxes – non-current		282,000							282,000
TOTAL ASSETS	$	13,752,943		$	(6,145,768	)		$	7,607,175
LIABILITIES
Current Liabilities:
Accounts payable and accrued liabilities	$	39,374		$	—			$	39,374
Related party notes payable		1,882,648			—				1,882,648
Total Current Liabilities		1,922,022			—				1,922,022
Noncurrent related party notes payable		8,562,355			—				8,562,355
Total Liabilities		10,484,377			—				10,484,377
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock		2			—				2
Common Stock		13,663			—				13,663
Additional paid-in capital		14,049,717			—				14,049,717
Unrealized gain (loss) on available-for-sale securities		4,860,759			(6,145,768	)	1		(1,285,009	)
Retained deficit		(15,655,575	)		—				(15,655,575	)
Total Stockholders’ Equity (Deficit)		3,268,566			(6,145,768	)			(2,877,202	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	13,752,943		$	(6,145,768	)			7,607,175

Summary of Effect of the Restatement for Prior Year Three and Six Months Ended Statement of Operations

	For the Three Months Ended June 30,  2013													For the Six Months Ended June 30,  2013
	As Reported			Adjustment				As Restated			As Reported			Adjustment				As Restated
Revenues	$	326,740		$	—			$	326,740		$	604,068		$	—			$	604,068
Cost of revenues		97,068			—				97,068			181,622			—				181,622
Gross Margin		229,672			—				229,672			422,446			—				422,446
Operating Expenses:
Labor and related expenses		83,067			—				83,067			163,653			—				163,653
Rent		52,127			—				52,127			108,315			—				108,315
Depreciation		12,471			—				12,471			25,246			—				25,246
Other general and administrative		87,988			—				87,988			183,030			—				183,030
Total Operating Expenses		235,653			—				235,653			480,244			—				480,244
Net Operating Loss		(5,981	)		—				(5,981	)		(57,798	)		—				(57,798	)
Other Income (Expense):
Interest income		225			—				225			368			—				368
Interest expense		(32,242	)		(96,711	)	1		(128,953	)		(65,595	)		(175,461	)	1		(241,056	)
Unrealized gain (loss) on trading securities		1,703,399			(2,148,768	)			(445,369	)		2,006,760			(2,147,308	)			(140,548	)
Gain (loss) on sale of marketable securities		1,606,576			(1,215,612	)			390,964			1,738,071			(1,241,773	)			496,298
Net Other Income (Expense)		3,277,958			(3,461,091	)			(183,133	)		3,679,604			(3,564,542	)			115,062
Net Income (Loss)	$	3,271,977		$	(3,461,091	)		$	(189,114	)	$	3,621,806		$	(3,564,542	)		$	57,264
Other Comprehensive Income (Loss):
Unrealized gain (loss) on available-for-sale securities		(109,890	)		3,061,950		2		2,952,060			9,480			2,520,060		2		2,529,540
Comprehensive Income	$	3,162,087		$	(399,141	)		$	2,762,946		$	3,631,286		$	(1,044,482	)		$	2,586,804
Income Per Common Share:	$	0.02		$	—			$	(0.00	)	$	0.03		$	—			$	0.00
Income Per Common Share, Diluted:	$	0.02		$	—			$	(0.00	)	$	0.03		$	—			$	0.00
Weighted Average Common Shares:
Basic		136,627,710			—				136,627,710			136,627,710			—				136,627,710
Diluted		139,259,289			—				139,259,289			139,259,289			—				139,259,289

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Consolidated Statements Of Operations And Comprehensive Income (Loss) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Income Statement [Abstract]
Revenues	$ 392,605	$ 326,740	$ 729,776	$ 604,068
Cost of revenues	125,839	97,068	231,549	181,622
Gross margin	266,766	229,672	498,227	422,446
Expenses
Labor and related expenses	94,542	83,067	186,812	163,653
Rent	53,829	52,127	106,260	108,315
Depreciation and amortization	18,066	12,471	36,132	25,246
Other general and administrative	138,500	87,988	331,111	183,030
Total operating expenses	304,937	235,653	660,315	480,244
Net Operating Income (Loss)	(38,171)	(5,981)	(162,088)	(57,798)
Other Income (Expense)
Interest income	2,257	225	3,495	368
Interest expense	146,637	128,953	292,846	241,056
Unrealized gain (loss) on trading securities	(1,435,383)	(445,369)	249,482	(140,548)
Gain (Loss) on sale of marketable securities	0	390,964	5,819,432	496,298
Net Other Income (Expense)	(1,579,763)	(183,133)	5,779,563	115,062
Net Income (Loss)	(1,617,934)	(189,114)	5,617,475	57,264
Other Comprehensive Income (Loss)
Unrealized gain (loss) on available-for-sale securities	(2,350,804)	2,952,060	5,157,126	2,529,540
Comprehensive Income	$ (3,968,738)	$ 2,762,946	$ 10,774,601	$ 2,586,804
Income (loss) Per Common Share:
Basic	$ (0.01)		$ 0.04
Diluted	$ (0.01)		$ 0.04
Weighted average common shares:
Basic	136,627,710	136,627,710	136,627,710	136,627,710
Diluted	137,095,000	139,259,289	137,095,000	139,259,289

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Subsequent Events

6 Months Ended

Jun. 30, 2014

Subsequent Events

Subsequent Events

NOTE 7 - SUBSEQUENT EVENTS

The Company has performed an evaluation of subsequent events in accordance with ASC Topic 855, noting no additional subsequent events other that would require disclosure.

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Restated Financial Statements For The Three Months Ended March 2013

6 Months Ended

Jun. 30, 2014

Notes to Financial Statements

Restated Financial Statements

NOTE 6 - RESTATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended December 31, 2013, have been amended to correct a material departure from GAAP which was due to the Company incorrectly using the valuation date subsequent to period end to value its available-for-sale marketable securities. An analysis of the restated December 31, 2013 balance sheet is as follows.

1 - Change is due to a material departure from GAAP due to the Company using the valuation date subsequent to period end to value its marketable securities.

	December 31,  2013
	As Reported			Adjustment				As Restated
Current Assets:
Cash and cash equivalents	$	1,628,529		$	—			$	1,628,529
Accounts receivable		1,093			—				1,093
Inventory		16,500			—				16,500
Prepaid expense		17,477			—				17,477
Prepaid stock purchase		—			43,750		1		43,750
Security deposit		15,000			—				15,000
Trading securities		1,717,438			—				1,717,438
Available-for-sale securities		9,089,608			(6,189,518	)	1		2,900,090
Deferred income taxes - current		758,000							758,000
Total Current Assets		13,243,645			(6,145,768	)			7,097,877
Property and equipment, net		227,298			—				227,298
Deferred income taxes – non-current		282,000							282,000
TOTAL ASSETS	$	13,752,943		$	(6,145,768	)		$	7,607,175
LIABILITIES
Current Liabilities:
Accounts payable and accrued liabilities	$	39,374		$	—			$	39,374
Related party notes payable		1,882,648			—				1,882,648
Total Current Liabilities		1,922,022			—				1,922,022
Noncurrent related party notes payable		8,562,355			—				8,562,355
Total Liabilities		10,484,377			—				10,484,377
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock		2			—				2
Common Stock		13,663			—				13,663
Additional paid-in capital		14,049,717			—				14,049,717
Unrealized gain (loss) on available-for-sale securities		4,860,759			(6,145,768	)	1		(1,285,009	)
Retained deficit		(15,655,575	)		—				(15,655,575	)
Total Stockholders’ Equity (Deficit)		3,268,566			(6,145,768	)			(2,877,202	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	13,752,943		$	(6,145,768	)			7,607,175

The consolidated financial statements for the six months ended June 30, 2013 have been amended for failure to record the acquisition of marketable securities and the related notes payable, interest, and the resulting unrealized gains and losses. An analysis of the restated June 30, 2013 Statement of Operationsis as follows.

1 – In 2012 the Company acquired 3,500,000 shares of Plandai, Inc. valued at the FMV of $1,575,000 and 3,500,000 shares of Inscor, Inc. valued at the FMV of $3,675,000 from Berkshire Capital Management. The shares were exchanged for two demand notes, carrying an interest rate of 6%.

2 – The change is due to the mark to market of the new available for sale securities.

	For the Three Months Ended June 30,  2013													For the Six Months Ended June 30,  2013
	As Reported			Adjustment				As Restated			As Reported			Adjustment				As Restated
Revenues	$	326,740		$	—			$	326,740		$	604,068		$	—			$	604,068
Cost of revenues		97,068			—				97,068			181,622			—				181,622
Gross Margin		229,672			—				229,672			422,446			—				422,446
Operating Expenses:
Labor and related expenses		83,067			—				83,067			163,653			—				163,653
Rent		52,127			—				52,127			108,315			—				108,315
Depreciation		12,471			—				12,471			25,246			—				25,246
Other general and administrative		87,988			—				87,988			183,030			—				183,030
Total Operating Expenses		235,653			—				235,653			480,244			—				480,244
Net Operating Loss		(5,981	)		—				(5,981	)		(57,798	)		—				(57,798	)
Other Income (Expense):
Interest income		225			—				225			368			—				368
Interest expense		(32,242	)		(96,711	)	1		(128,953	)		(65,595	)		(175,461	)	1		(241,056	)
Unrealized gain (loss) on trading securities		1,703,399			(2,148,768	)			(445,369	)		2,006,760			(2,147,308	)			(140,548	)
Gain (loss) on sale of marketable securities		1,606,576			(1,215,612	)			390,964			1,738,071			(1,241,773	)			496,298
Net Other Income (Expense)		3,277,958			(3,461,091	)			(183,133	)		3,679,604			(3,564,542	)			115,062
Net Income (Loss)	$	3,271,977		$	(3,461,091	)		$	(189,114	)	$	3,621,806		$	(3,564,542	)		$	57,264
Other Comprehensive Income (Loss):
Unrealized gain (loss) on available-for-sale securities		(109,890	)		3,061,950		2		2,952,060			9,480			2,520,060		2		2,529,540
Comprehensive Income	$	3,162,087		$	(399,141	)		$	2,762,946		$	3,631,286		$	(1,044,482	)		$	2,586,804
Income Per Common Share:	$	0.02		$	—			$	(0.00	)	$	0.03		$	—			$	0.00
Income Per Common Share, Diluted:	$	0.02		$	—			$	(0.00	)	$	0.03		$	—			$	0.00
Weighted Average Common Shares:
Basic		136,627,710			—				136,627,710			136,627,710			—				136,627,710
Diluted		139,259,289			—				139,259,289			139,259,289			—				139,259,289

XML

Fixed Assets (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Less: accumulated depreciation	$ (194,296)	$ (158,164)
Property and equipment, net	191,166	227,298
Equipment
Property plant and equipment, gross	106,861	106,861
Furniture and Fixtures
Property plant and equipment, gross	3,964	3,964
Leasehold Improvements
Property plant and equipment, gross	$ 274,637	$ 274,637

XML

Organization And Summary Of Significant Accounting Policies (Estimated Economic Useful Lives Of Assets) (Details)	6 Months Ended
	Jun. 30, 2014
Furniture and Fixtures | Minimum
Useful life	5 years
Furniture and Fixtures | Maximum
Useful life	10 years
Equipment | Minimum
Useful life	5 years
Equipment | Maximum
Useful life	7 years
Computer Equipment
Useful life	3 years
Leasehold Improvements | Minimum
Useful life	6 years
Leasehold Improvements | Maximum
Useful life	15 years

XML

Fixed Assets (Tables)

6 Months Ended

Jun. 30, 2014

Property, Plant and Equipment [Abstract]

Schedule of Property Plant and Equipment

Fixed assets consisted of the following at:

	June 30, 2014			December 31, 2013
Equipment	$	106,861		$	106,861
Furniture & fixtures		3,964			3,964
Leasehold improvements		274,637			274,637
Less: accumulated depreciation		(194,296	)		(158,164	)
Property and equipment, net	$	191,166		$	227,298

XML

Organization And Summary Of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2014

Organization And Summary Of Significant Accounting Policies Policies

Interim Financial Statements

Interim Financial Statements

The unaudited financial statements as of June 30, 2014and for the six month periods ended June 30, 2014and 2013reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly state the financial position and results of operations for the six months. Operating results for interim periods are not necessarily indicative of the results which can be expected for full years.

Organization

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.

Basis of Presentation

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.

The Company has generated a net income before taxes for the quarter ended June 30, 2014 of $5,617,475; however it had a loss from operations of $162,088. As of June 30, 2014, the Company had an accumulated deficit of $10,038,100. These conditions continue to 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’s plans include searching for and opening new restaurants in the future, utilizing company assets to maximize shareholder value 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

Nature of Business

The Company owns and operates a theme restaurant styled in an “American Diner” atmosphere.

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of Eat At Joe’s, LTD. And its wholly-owned subsidiaries, 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. Market East, Inc., a Nevada corporation, E.A.J. MO, Inc., a Nevada corporation, E.A.J. Walnut Street, Inc., a Nevada corporation, and 1398926 Ontario, Inc. and 1337855 Ontario, Inc., Ontario corporations.  All significant intercompany accounts and transactions have been eliminated.

Inventories

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

Revenue Recognition

The Company generates revenue from the sale of food and beverage through its restaurants. Revenue is recognized upon receipt of payment.

Income Taxes

Income Taxes

The Company accounts for income taxes under the provisions of ASC 740 (formerly SFAS No. 109, “Accounting for Income Taxes”).  ASC 740 requires a company to first determine whether it is more likely than not (which is defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information.  A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.

Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each year end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.  A valuation allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or some portion, of the deferred tax assets will not be realized.  Income tax expense is the sum of current income tax plus the change in deferred tax assets and liabilities.

Cash and Cash Equivalents

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

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
Computer equipment	3 years
Leasehold improvements	6-15 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.

Recent Accounting Standards

Recent Accounting Standards

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

- Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and

- Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

In July 2013, the FASB issued Accounting Standards Update 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry-forward, a Similar Tax Loss, or a Tax Credit Carry-forward Exists. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carry-forward, a similar tax loss or a tax credit carry-forward, except as follows. To the extent a net operating loss carry-forward, a similar tax loss or a tax credit carry-forward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. This Update applies to all entities that have unrecognized tax benefits when a net operating loss carry-forward, a similar tax loss, or a tax credit carry-forward exists at the reporting date. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013.

The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Earning (Loss) Per Share

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 467,290and 2,631,579, common shares as of June 30, 2014 and 2013, respectively.

Pervasiveness of Estimates

Pervasiveness of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires 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

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. At June 30, 2014, the Company had cash deposits in one financial institution that were above FDIC limits of $250,000.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1:	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2:	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments.  The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at June 30, 2014.

The Company does not have any assets or liabilities measured at fair value on a non-recurring basis.

Investment in Marketable Securities

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 purchased with the intent of selling them before they reach maturity and 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. All of the Company’s available-for-sale securities are marketable securities and have no maturity date. When sold the cost of the securities is determined using the average purchase cost of the securities. On occasion the Company will transfer some of its available for sale securities to trading securities. When this occurs the unrealized gain or loss is immediately recognized in earnings. Trading securities are purchased with the intent of selling them in the short term. During the period ended June 30, 2014the Company recognized a $348,750 unrealized gain on securities transferred from available for sale to trading. No securities have been transferred from trading to available for sale. The cost basis of the Company’s available-for-sale securities as of June 30, 2014 and December 31, 2013 was $4,122,600 and $4,228,850, respectively.

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

Investments in securities are summarized as follows:

	June 30, 2014
	Gross		Gross		Net
	Unrealized		Unrealized		Unrealized		Fair
	Gain		Loss		Gain (Loss)		Value
Trading securities	$	1,684,865	$	1,435,383	$	249,482	$	1,553,213
Available-for-sale securities	$	2,465,539	$	7,622,665	$	5,157,126	$	7,994,720

	December 31, 2013
	Gross		Gross		Net
	Unrealized		Unrealized		Unrealized			Fair
	Gain		Loss		Gain (Loss)			Value
Trading securities	$	4,966,872	$	6,692,643	$	(1,725,771	)	$	1,717,438
Available-for-sale securities	$	10,665,813	$	7,144,642	$	3,521,171		$	2,900,090

Results of operations for the quarter ended June 30, 2014 includes a gain of $249,482 on unrealized holding gains on trading securities. For the quarter ended June 30, 2014, other comprehensive income includes $5,157,126 for an unrealized holding gains on available-for-sale securities.

Realized gains and losses are determined on the basis of specific identification. During the quarter ended June 30, 2014 and 2013, sales proceeds and gross realized gains and losses on securities classified as available-for-sale securities and trading securities were:

	June 30, 2014			June 30, 2013
Trading securities:
Sales Proceeds	$	8,176,418		$	2,283,343
Gross Realized Losses	$	(122,122	)	$	(1,341,398	)
Gross Realized Gains	$	5,941,554		$	1,837,696
Gain (loss) on sale of marketable securities	$	5,819,432		$	496,298

		June 30, 2014		June 30, 2013
Available-for-sale securities:
Sale Proceeds	$	—	$	—
Gross Realized Losses	$	—	$	—
Gross Realized Gains	$	—	$	—

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

			Fair Value Measurements at Reporting Date Using
			Quoted Prices in Active		Significant Other Observable		Significant Unobservable
	Fair Value at		Markets		Inputs		Inputs
	June 30, 2014		(Level 1)		(Level 2)		(Level 3)
Trading securities	$	1,553,213	$	1,553,213	$	—	$	—
Available-for-sale securities	$	7,994,720	$	7,994,720	$	—	$	—
Total	$	9,547,933	$	9,547,933	$	—	$	—

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

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Organziation And Summary Of Significiant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2014

Organziation And Summary Of Significiant Accounting Policies Tables

Estimated Economic Useful Lives of Assets

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
Computer equipment	3 years
Leasehold improvements	6-15 years

Schedule of Gross Unrealized Gain\Loss on Securities

Investments in securities are summarized as follows:

	June 30, 2014
	Gross		Gross		Net
	Unrealized		Unrealized		Unrealized		Fair
	Gain		Loss		Gain (Loss)		Value
Trading securities	$	1,684,865	$	1,435,383	$	249,482	$	1,553,213
Available-for-sale securities	$	2,465,539	$	7,622,665	$	5,157,126	$	7,994,720

	December 31, 2013
	Gross		Gross		Net
	Unrealized		Unrealized		Unrealized			Fair
	Gain		Loss		Gain (Loss)			Value
Trading securities	$	4,966,872	$	6,692,643	$	(1,725,771	)	$	1,717,438
Available-for-sale securities	$	10,665,813	$	7,144,642	$	3,521,171		$	2,900,090

Schedule of Gross Realized Gain\Loss on Securities

During the quarter ended June 30, 2014 and 2013, sales proceeds and gross realized gains and losses on securities classified as available-for-sale securities and trading securities were:

	June 30, 2014			June 30, 2013
Trading securities:
Sales Proceeds	$	8,176,418		$	2,283,343
Gross Realized Losses	$	(122,122	)	$	(1,341,398	)
Gross Realized Gains	$	5,941,554		$	1,837,696
Gain (loss) on sale of marketable securities	$	5,819,432		$	496,298

		June 30, 2014		June 30, 2013
Available-for-sale securities:
Sale Proceeds	$	—	$	—
Gross Realized Losses	$	—	$	—
Gross Realized Gains	$	—	$	—

Schedule of Fair Value of Assets Measured on Recurring Basis

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

			Fair Value Measurements at Reporting Date Using
			Quoted Prices in Active		Significant Other Observable		Significant Unobservable
	Fair Value at		Markets		Inputs		Inputs
	June 30, 2014		(Level 1)		(Level 2)		(Level 3)
Trading securities	$	1,553,213	$	1,553,213	$	—	$	—
Available-for-sale securities	$	7,994,720	$	7,994,720	$	—	$	—
Total	$	9,547,933	$	9,547,933	$	—	$	—

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Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2014

Related Party Transactions Tables

Schedule of Related Party Notes Payable Maturities

A summary of the above related party transactions is presented below.

Related Party	Date of loan	June 30, 2014		December 31, 2013
Joseph Fiore	May 21, 2013	$	1,264,316	$	1,228,762
Berkshire Capital Management	May 14, 2013		1,516,171		1,473,570
Berkshire Capital Management	February 1, 2012		4,207,372		4,097,122
Berkshire Capital Management	January 5, 2012		1,810,150		1,762,900
Joseph Fiore	2010 & 2011		1,325,101		1,286,035
Berkshire Capital Management	September 14, 2007		139,386		135,276
Berkshire Capital Management	July 17, 2007		152,058		147,575
Berkshire Capital Management	August 22, 2007		240,888		233,786
Berkshire Capital Management	September 20, 2007		82,407		79,977
		$	10,737,851	$	10,445,003
Less: Current Portion			1,939,838		1,882,648
Long Term Portion		$	8,798,011	$	8,562,355

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Organization And Summary Of Significant Accounting Policies (Schedule Of Gross Realized Gain/Loss) (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Trading Securities:
Sale Proceeds			$ 8,176,418	$ 2,283,343
Gross Realized Losses			(122,122)	(1,341,398)
Gross Realized Gains			5,941,554	1,837,696
Gain (loss) on sale of marketable securities	0	390,964	5,819,432	496,298
Available-For-Sale Securities:
Sale Proceeds
Gross Realized Losses
Gross Realized Gains

XML

Restated Financial Statements (Summary Of The Effect Of The Restatement - Balance Sheet) (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013		Jun. 30, 2013	Dec. 31, 2012	Dec. 31, 2011
Current Assets:
Cash and cash equivalents	$ 7,701,916	$ 1,628,529		$ 656,518	$ 382,946
Accounts receivable	1,320	1,093
Inventory	16,500	16,500
Prepaid expense	45,833	17,477
Prepaid stock purchase	108,750	43,750
Security deposit	15,000	15,000				15,000
Trading securities	1,553,213	1,717,438
Available-for-sale securities	7,994,720	2,900,090
Deferred income taxes - current	758,000	758,000
Total Current Assets	18,195,252	7,097,877
Property and equipment, net	191,166	227,298
Deferred income taxes - non-current	282,000	282,000
TOTAL ASSETS	18,673,418	7,607,175
Current Liabilities:
Accounts payable and accrued liabilities	38,167	39,374
Related party notes payable	1,939,838	1,882,648
Total Current Liabilities	1,978,005	1,922,022
Noncurrent related party notes payable	8,798,011	8,562,355
Total Liabilities	10,776,016	10,484,377
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock	2	2
Common stock	13,663	13,663
Additional paid-in capital	14,049,717	14,049,717
Unrealized gain (loss) on available-for-sale securities	(3,872,120)	1,285,009
Retained deficit	(10,038,100)	(15,655,575)
Total Stockholders' Equity (Deficit)	7,897,402	(2,877,202)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	18,673,418	7,607,175
As Reported
Current Assets:
Cash and cash equivalents		1,628,529
Accounts receivable		1,093
Inventory		16,500
Prepaid expense		17,477
Prepaid stock purchase
Security deposit		15,000
Trading securities		1,717,438
Available-for-sale securities		9,089,608
Deferred income taxes - current		758,000
Total Current Assets		13,243,645
Property and equipment, net		227,298
Deferred income taxes - non-current		282,000
TOTAL ASSETS		13,752,943
Current Liabilities:
Accounts payable and accrued liabilities		39,374
Related party notes payable		1,882,648
Total Current Liabilities		1,922,022
Noncurrent related party notes payable		8,562,355
Total Liabilities		10,484,377
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock		2
Common stock		13,663
Additional paid-in capital		14,049,717
Unrealized gain (loss) on available-for-sale securities		4,860,759
Retained deficit		(15,655,575)
Total Stockholders' Equity (Deficit)		3,268,566
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		13,752,943
Adjustment
Current Assets:
Cash and cash equivalents
Accounts receivable
Inventory
Prepaid expense
Prepaid stock purchase		43,750	[1]
Security deposit
Trading securities
Available-for-sale securities		(6,189,518)	[1]
Total Current Assets		(6,145,768)
Property and equipment, net
TOTAL ASSETS		(6,145,768)
Current Liabilities:
Accounts payable and accrued liabilities
Related party notes payable
Total Current Liabilities
Noncurrent related party notes payable
Total Liabilities
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock
Common stock
Additional paid-in capital
Unrealized gain (loss) on available-for-sale securities		(6,145,768)	[1]
Retained deficit
Total Stockholders' Equity (Deficit)		(6,145,768)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		(6,145,768)
As Restated
Current Assets:
Cash and cash equivalents		1,628,529
Accounts receivable		1,093
Inventory		16,500
Prepaid expense		17,477
Prepaid stock purchase		43,750
Security deposit		15,000
Trading securities		1,717,438
Available-for-sale securities		2,900,090
Deferred income taxes - current		758,000
Total Current Assets		7,097,877
Property and equipment, net		227,298
Deferred income taxes - non-current		282,000
TOTAL ASSETS		7,607,175
Current Liabilities:
Accounts payable and accrued liabilities		39,374
Related party notes payable		1,882,648
Total Current Liabilities		1,922,022
Noncurrent related party notes payable		8,562,355
Total Liabilities		10,484,377
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock		2
Common stock		13,663
Additional paid-in capital		14,049,717
Unrealized gain (loss) on available-for-sale securities		(1,285,009)
Retained deficit		(15,655,575)
Total Stockholders' Equity (Deficit)		(2,877,202)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$ 7,607,175

[1] Change is due to a material departure from GAAP due to the Company using the valuation date subsequent to period end to value its marketable securities.

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Consolidated Statements Of Cash Flows (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Statement of Cash Flows [Abstract]
Net income for the period	$ 5,617,475	$ 57,264
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	36,132	25,246
Unrealized (gain) loss on trading securities	249,482	(140,548)
(Gain) loss on sale of marketable securities	5,819,432	496,298
Decrease (increase) in receivables	227	47
(Increase) / Decrease in prepaid expense and other assets	93,356	(233)
Increase in accrued interest payable	292,846	241,056
(Decrease) increase in accounts payable and accrued liabilities	(1,207)	(22,952)
Net Cash Provided by (Used) in Operating Activities	(217,251)	(54,950)
Cash Flows From Investing Activities:
Purchases of trading securities	1,380,780	1,602,048
Purchases of available-for-sale securities	500,000	42,500
Proceeds from sale of trading securities	8,176,418	2,283,343
Purchase of property and equipment		273
Purchase of domain name	5,000
Net Cash Provided by Investing Activities	6,290,638	638,522
Cash Flows From Financing Activities:
Repayment of notes, advances and related party payables		310,000
Net Cash (Used) by Financing Activities		(310,000)
Increase in Cash	6,073,387	273,572
Cash at beginning of period	1,628,529	382,946
Cash at end of period	7,701,916	656,518
Supplemental Disclosure of Interest and Income Taxes Paid:
Interest paid during the period		9,236
Income taxes paid during the period
Supplemental Disclosure of Non-cash Investing and Financing Activities:
Marketable securities acquired through related party notes		2,605,218
Forgiveness of related party debt		301,937
Unrealized gain (loss) on available-for-sale	$ 5,157,126	$ 2,529,540

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Convertible Preferred Stock

6 Months Ended

Jun. 30, 2014

Convertible Preferred Stock

Convertible Preferred Stock

NOTE 5 - 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 467,290common shares at June 30, 2014).
*	Convertible at the Option of the Company at par value only after repayment of the shareholder loans from Joseph Fiore and subject to the holder’s 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.

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Restated Financial Statements (Summary Of The Effect Of The Restatement - Statements Of Operations) (Details) (USD $)	3 Months Ended			6 Months Ended			12 Months Ended
	Jun. 30, 2014	Jun. 30, 2013		Jun. 30, 2014	Jun. 30, 2013		Dec. 31, 2013
Revenues	$ 392,605	$ 326,740		$ 729,776	$ 604,068
Cost of revenues	125,839	97,068		231,549	181,622
Gross Margin	266,766	229,672		498,227	422,446
Operating Expenses:
Labor and related expenses	94,542	83,067		186,812	163,653
Rent	53,829	52,127		106,260	108,315
Depreciation	18,066	12,471		36,132	25,246
Other general and administrative	138,500	87,988		331,111	183,030
Total Operating Expenses	304,937	235,653		660,315	480,244
Other Income (Expense):
Interest income	2,257	225		3,495	368
Interest expense	146,637	128,953		292,846	241,056		535,674
Unrealized gain (loss) on trading securities	(1,435,383)	(445,369)		249,482	(140,548)		(1,725,771)
Gain (loss) on sale of marketable securities	0	390,964		5,819,432	496,298
Net Other Income (Expense)	(1,579,763)	(183,133)		5,779,563	115,062
Net Income (Loss)	(1,617,934)	(189,114)		5,617,475	57,264
Other Comprehensive Income (Loss):
Unrealized gain (loss) on available-for-sale securities	(2,350,804)	2,952,060		5,157,126	2,529,540		3,521,171
Comprehensive Income	(3,968,738)	2,762,946		10,774,601	2,586,804
Weighted Average Common Shares:
Basic	136,627,710	136,627,710		136,627,710	136,627,710
Diluted	137,095,000	139,259,289		137,095,000	139,259,289
As Reported
Revenues		326,740			604,068
Cost of revenues		97,068			181,622
Gross Margin		229,672			422,446
Operating Expenses:
Labor and related expenses		83,067			163,653
Rent		52,127			108,315
Depreciation		12,471			25,246
Other general and administrative		87,988			183,030
Total Operating Expenses		235,653			480,244
Net Operating Loss		(5,981)			(57,798)
Other Income (Expense):
Interest income		225			368
Interest expense		(32,242)			(65,595)
Unrealized gain (loss) on trading securities		1,703,399			2,006,760
Gain (loss) on sale of marketable securities		1,606,576			1,738,071
Net Other Income (Expense)		3,277,958			3,679,604
Net Income (Loss)		3,271,977			3,621,806
Other Comprehensive Income (Loss):
Unrealized gain (loss) on available-for-sale securities		(109,890)			9,480
Comprehensive Income		3,162,087			3,631,286
Income per Common Share:		$ 0.02			$ 0.03
Income per Common Share, Diluted		$ 0.02			$ 0.03
Weighted Average Common Shares:
Basic		136,627,710			136,627,710
Diluted		139,259,289			139,259,289
Adjustment
Revenues
Cost of revenues
Gross Margin
Operating Expenses:
Labor and related expenses
Rent
Depreciation
Other general and administrative
Total Operating Expenses
Net Operating Loss
Other Income (Expense):
Interest income
Interest expense		(96,711)	[1]		(175,461)	[1]
Unrealized gain (loss) on trading securities		(2,148,768)	[2]		(2,147,308)
Gain (loss) on sale of marketable securities		(1,215,612)			(1,241,773)
Net Other Income (Expense)		(3,461,091)			(3,564,542)
Net Income (Loss)		(3,461,091)			(3,564,542)
Other Comprehensive Income (Loss):
Unrealized gain (loss) on available-for-sale securities		3,061,950	[2]		2,520,060	[2]
Comprehensive Income		(399,141)			(1,044,482)
Income per Common Share:
Income per Common Share, Diluted
Weighted Average Common Shares:
Basic
Diluted
As Restated
Revenues		326,740			604,068
Cost of revenues		97,068			181,622
Gross Margin		229,672			422,446
Operating Expenses:
Labor and related expenses		83,067			163,653
Rent		52,127			108,315
Depreciation		12,471			25,246
Other general and administrative		87,988			183,030
Total Operating Expenses		235,653			480,244
Net Operating Loss		(5,981)			(57,798)
Other Income (Expense):
Interest income		225			368
Interest expense		(128,953)			(241,056)
Unrealized gain (loss) on trading securities		(445,369)			(140,548)
Gain (loss) on sale of marketable securities		390,964			496,298
Net Other Income (Expense)		(183,133)			115,062
Net Income (Loss)		(189,114)			57,264
Other Comprehensive Income (Loss):
Unrealized gain (loss) on available-for-sale securities		2,952,060			2,529,540
Comprehensive Income		$ 2,762,946			$ 2,586,804
Income per Common Share:		$ 0			$ 0
Income per Common Share, Diluted		$ 0			$ 0
Weighted Average Common Shares:
Basic		136,627,710			136,627,710
Diluted		139,259,289			139,259,289

[1] In 2012 the Company acquired 3,500,000 shares of Plandai, Inc. valued at the FMV of $1,575,000 and 3,500,000 shares of Inscor, Inc. valued at the FMV of $3,675,000 from Berkshire Capital Management. The shares were exchanged for two demand notes, carrying an interest rate of 6%.

[2] The change is due to the mark to market of the new available for sale securities.

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Organization And Summary Of Significant Accounting Policies (Schedule Of Gross Unrealised Gain\Loss) (Details) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Organization And Summary Of Significant Accounting Policies Schedule Of Gross Unrealised Gainloss Details
Trading Securities, Gross Unrealized Gain			$ 1,684,865		$ 4,966,872
Trading Securities, Gross Unrealized Loss			1,435,383		6,692,643
Trading Securities, Net Unrealized Gain (Loss)	(1,435,383)	(445,369)	249,482	(140,548)	(1,725,771)
Trading Securities, Fair Value	1,553,213		1,553,213		1,717,438
Available-for-sale securities, Gross Unrealized Gain			2,465,539		10,665,813
Available-for-sale securities, Gross Unrealized Loss			7,622,665		7,144,642
Available-for-sale-securities, Net Unrealized Gain (Loss)	(2,350,804)	2,952,060	5,157,126	2,529,540	3,521,171
Available-for-securities, Fair Value	$ 7,994,720		$ 7,994,720		$ 2,900,090