U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB

(MARK ONE)
          [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                    FOR FISCAL YEAR ENDED: DECEMBER 31, 1999

                                       OR

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

             For the transition period from _________ To __________

                         COMMISSION FILE NUMBER 33-20111

                                EAT AT JOE'S LTD.
                 (Name of small business issuer in its charter)

         DELAWARE                                              75-2636283
State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization                             Identification No.)

           670 WHITE PLAINS ROAD, SUITE 120, SCARSDALE, NEW YORK 10583
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)


ISSUER'S TELEPHONE NUMBER                      (914) 725-2700
                                               ---------------

Securities registered under Section 12(b) of the Act: NONE
Securities registered under Section 12(g) of the Act:

                         COMMON STOCK PAR VALUE $0.0001
                                (Title of class)
<PAGE>

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such REPORTS),  AND (2)
HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X No

                                                            TOTAL PAGES:     20
                                                                            ---
                                                     EXHIBIT INDEX PAGE:     17
                                                                            ---

         Check if there is no disclosure of delinquent  filers  pursuant to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this form 10-KSB. [ ]

         STATE ISSUER'S REVENUES FOR ITS MOST RECENT FISCAL YEAR.    $3,461,176
                                                                     ----------

         As  of  December  31,  1999,  there  were  41,874,650   shares  of  the
Registrant's  common  stock,  par value  $0.0001,  issued  and  outstanding  and
1,186,400 warrants and 61,350 options to purchase common stock at $0.50 to $1.79
per share. The aggregate  market value of the Registrant's  voting stock held by
non-affiliates of the Registrant was approximately  $9,132,961  computed at the
average bid and asked price as of December 31, 1999.

                             DOCUMENTS INCORPORATED BY REFERENCE

         If the following  documents  are  incorporated  by  reference,  briefly
describe them and identify the part of the Form 10-KSB  (e.g.,  Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders;  (2) any proxy or information  statement;  and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"):
NONE

         TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):  YES  ; NO X
                                                                        --    --











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                                TABLE OF CONTENTS


Item Number and Caption                                                    Page
-------------------------------------------------------------------------------

PART I

Item 1.  Description of Business..............................................4

Item 2.  Description of Property..............................................8

Item 3.  Legal Proceedings....................................................8

Item 4.  Submission of Matters to a Vote of Security Holders..................9


PART II

Item 5.  Market for Common Equity and Related Stockholder Matters............ 9

Item 6.  Management's Discussion and Analysis or Plan of Operations..........11

Item 7.  Financial Statements................................................13

Item 8.  Changes in and Disagreements With Accountants on Accounting and
                  Financial Disclosure.......................................13

PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act..........13

Item 10. Executive Compensation..............................................16

Item 11. Security Ownership of Certain Beneficial Owners and Management......16

Item 12. Certain Relationships and Related Transactions......................17

Item 13. Exhibits and Reports on Form 8-K....................................17


                                       3
<PAGE>

                                     PART I

                         ITEM 1 DESCRIPTION OF BUSINESS

GENERAL

         The business of Eat at Joe's, Ltd. ( the "Company") is to develop,  own
and  operate  theme  restaurants  called  "Eat at Joe's  (R)." The theme for the
restaurants is 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.

         The Company presently owns and operates five theme  restaurants:  three
restaurants located in Philadelphia, Pennsylvania; one in Moorestown, New Jersey
and one in  Etobicoke,  Ontario,  Canada.  The Company is planning at least four
acquisitions   during  2000,  subject  to  the  availability  of  funding.   All
restaurants will be located in high traffic  locations.  The restaurants will be
modest  priced  restaurants  catering  to  the  local  working  and  residential
population rather than as a tourist destination.

         In March of 1999,  1337855  Ontario,  Inc.  ("Ontario"),  wholly  owned
subsidiary  of the Company  entered into a purchase  agreement  with Koo Koo Roo
Canada  Limited  (Koo Koo Roo) to acquire  certain  assets  and  assume  certain
liabilities of that company.  Koo Koo Roo is a  California-based  casual dining,
quick service restaurant chain featuring skinless flame broiled chicken, roasted
hand-carved  turkey and  made-to-order  tossed salads and specialty  sandwiches.
Ontario acquired a 20 year exclusive  license agreement in Canada with a 20 year
renewal term to operate Koo Koo Roo  restaurants.

         The  Company's  common stock is traded on the National  Association  of
Security  Dealers,  Inc.  (the  "NASD's")  OTC  Bulletin  Board Under the symbol
"JOES."

HISTORY

         The company was  incorporated as  Conceptualistics,  Inc. on January 6,
1988 in Delaware as a wholly  owned  subsidiary  of Halter  Venture  Corporation
("HVC"),  a  publicly-owned  corporation (now known as Debbie Reynolds Hotel and
Casino,  Inc.) In 1988, HVC divested itself of approximately 14% of its holdings
in the Company by  distributing  1,777,000  shares of the issued and outstanding
stock of the Company to its shareholders.  The then majority  shareholder of HVC
became the majority  shareholder of the Company. Its authorized capital stock is
50,000,000  shares of common stock,  par value $0.0001 per share and  10,000,000

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<PAGE>

shares of preferred stock, par value $0.0001 per share.

         During the period from September 30, 1988 to March 1, 1990, 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  unrelated  third  parties.   The  Company  was
unsuccessful  in these start up efforts and all activity ceased during 1992 as a
result of  foreclosure  on various loans in default  and/or  abandonment  of all
assets.

         From March 1, 1990 to January 1 , 1997,  the Company did not engaged in
any business activities.

         On January 1 , 1997, the Shareholders  adopted a plan or reorganization
and merger  between the Company and E. A. J. Holding Corp.  Inc.  ("Hold") to be
effective on or before January 31, 1997.  Under the plan,  the Company  acquired
all the issued and outstanding  shares of "Hold", a Delaware  corporation making
"Hold" a wholly owned  subsidiary of the Company for 5,505,000  common shares of
the Company.

         In  addition  to its wholly  owned  subsidiary,  Hold,  the Company has
eleven wholly owned subsidiaries:

         -        E.A.J. PHL Airport, Inc. a Pennsylvania corporation,
         -        Eat At Joe's U. of P., Inc. a Pennsylvania corporation,
         -        E.A.J. Cherry Hill, Inc., a New Jersey corporation,
         -        Eat At Joe's Harborplace, Inc., a Maryland corporation,
         -        Eat At Joe's Neshaminy, Inc. a Pennsylvania corporation,
         -        Eat At Joe's Plymouth, Inc., a Pennsylvania corporation,
         -        E.A.J. Echelon Mall, Inc., a New Jersey corporation,
         -        E.A.J. Gallery, Inc., a Pennsylvania corporation,
         -        E.A.J. Moorestown, Inc., a New Jersey corporation,
         -        E.A.J. Shoppingtown, Inc., a New York corporation,
         -        Eat  At  Joe's  U of  P  40Th  Street,  Inc.,  a  Pennsylvania
                  corporation,
         -        Eat at Joe's Owings Mills, Inc., a Maryland corporation.
         -        1337855 Ontario, an Ontario corporation.

         Each  of  the  subsidiaries  will  operate  a  single  restaurant.  Two
restaurants,  E.A.J.  Cherry Hill and Eat At Joe's U. of P. were opened November
and December 1997, two additional  restaurants,  E.A.J.  Echelon Mall and E.A.J.
PHL AIRPORT  WERE OPENED MAY 1998,  EAT AT JOE'S U OF P 40TH Street  opened July
1998,  E.A.J.  Gallery  opened  August  1998,  Eat At Joe's  Harborplace  opened
September  1998,  E.A.J.  Moorestown  opened  October  1998 and 1337855  Ontario
acquired March 1999 with three existing restaurants in operation.

                                       5
<PAGE>

         During 1999,  E.A.J.  Cherry Hill, Inc., E.A.J.  Gallery,  Inc., Eat At
Joe's  Harborplace,  Inc.,  E.A.J.  Echelon Mall,  Inc.,  and two of the 1337855
Ontario  restaurants  were  closed and  substantially  all assets and  leasehold
improvements abandoned.

         The principal executive offices of the Company are located at 670 White
Plains Road, Suite 120, Scarsdale, NY 10583.

         The Company's  wholly-owned  subsidiary  1337855  Ontario shares office
space of  approximately  1,000  square  feet in  Ontario  with an officer of the
Company.

OPERATING LOSSES

         The Company has incurred  net losses of  approximately  $6,452,000  and
$1,081,000  for the fiscal years ended  December 31, 1999 and December 31, 1998,
respectively.  Such operating  losses reflect  developmental  and other start-up
activities for 1999 and 1998 and the loss on abandonment assets during 1999. The
Company  expects  to incur  losses in the near  future  until  profitability  is
achieved. The Company's operations are subject to numerous risks associated with
establishing  any  new  business,  including  unforeseen  expenses,  delays  and
complications.  There can be no  assurance  that the  Company  will  achieve  or
sustain profitable operations or that it will be able to remain in business.

FUTURE CAPITAL NEEDS AND UNCERTAINTY OF ADDITIONAL FUNDING

         The Company was not in full  operations  during 1999 and 1998 and thus,
the revenues  generated are not  representative  of those that will be generated
once all units are  operating.  Revenues are not yet  sufficient  to support the
Company's operating expenses and are not expected to reach such levels until the
first or second quarter of 2001.  Since the Company's  formation,  it has funded
its operations and capital expenditures  primarily through private placements of
debt and equity securities.  See "Recent Sales of Unregistered  Securities." The
Company  expects  that it will be required to seek  additional  financing in the
future.  There can be no assurance  that such financing will be available at all
or available on terms acceptable to the Company.

GOVERNMENT REGULATION

         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.

RISK OF LOW-PRICED STOCKS

         Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act

                                       6
<PAGE>

of 1934 (the "Exchange  Act") impose sales practice and disclosure  requirements
on certain brokers and dealers who engage in certain  transactions  involving "a
penny stock."

         Currently,  the Company's  Common Stock is considered a penny stock for
purposes of the  Exchange  Act. The  additional  sales  practice and  disclosure
requirements imposed on certain brokers and dealers could impede the sale of the
Company's  Common  Stock  in the  secondary  market.  In  addition,  the  market
liquidity for the Company's securities may be severely adversely affected,  with
concomitant adverse effects on the price of the Company's securities.

         Under the penny stock  regulations,  a broker or dealer  selling  penny
stock to anyone  other than an  established  customer or  "accredited  investor"
(generally,  an  individual  with net worth in excess  of  $1,000,000  or annual
incomes  exceeding  $200,000,  or $300,000 together with his or her spouse) must
make a special suitability  determination for the purchaser and must receive the
purchaser's  written consent to the transaction prior to sale, unless the broker
or dealer or the transaction is otherwise exempt.  In addition,  the penny stock
regulations  require the broker or dealer to deliver,  prior to any  transaction
involving a penny stock,  a disclosure  schedule  prepared by the Securities and
Exchange  Commission (the "SEC") relating to the penny stock market,  unless the
broker or dealer or the transaction is otherwise  exempt.  A broker or dealer is
also  required to disclose  commissions  payable to the broker or dealer and the
registered   representative  and  current  quotations  for  the  Securities.  In
addition,  a broker or dealer is required to send monthly statements  disclosing
recent  price  information  with respect to the penny stock held in a customer's
account and information with respect to the limited market in penny stocks.

LACK OF TRADEMARK AND PATENT PROTECTION

         The Company  relies on a  combination  of trade  secret,  copyright and
trademark  law,  nondisclosure  agreements  and technical  security  measures to
protect its  products.  Notwithstanding  these  safeguards,  it is possible  for
competitors  of the  company to obtain  its trade  secrets  and to  imitate  its
products.  Furthermore,  others may  independently  develop  products similar or
superior to those developed or planned by the Company.

COMPETITION

         The Company faces competition from a wide variety of food distributors,
many of which have substantially greater financial,  marketing and technological
resources than the Company.

EMPLOYEES

         As of March 25, 2000, the Company had approximately 65 employees,  none
of whom is represented by a labor union.

                                       7
<PAGE>


                         ITEM 2 DESCRIPTION OF PROPERTY

         Since  1997 all  administrative  activities  of the  Company  have been
conducted by  corporate  officers  from either  their home or business  offices.
Currently,  there are no  outstanding  debts owed by the  Company for the use of
these facilities and there are no commitments for future use of the facilities.

         The Company's wholly-owned subsidiary,  E.A.J. Moorestown,  Inc. leases
approximately 3,683 square feet in the Moorestown Mall,  Moorestown,  New Jersey
pursuant to a shopping  center lease dated July 1, 1997. The Company pays $6,250
per month rent under the lease which expires June 30, 2012.

         The  Company's  wholly-owned  subsidiary  Eat At Joe's  U. of P.,  Inc.
leases  approximately  456 square  feet in the  Shoppes  at Penn,  Philadelphia,
Pennsylvania  pursuant to a prime lease dated October 30, 1997.  Eat at Joe's U.
of P. pays  $1,710 per month rent under the lease  which  expires  December  31,
2008.

         The Company's  wholly-owned  subsidiary E.A.J. PHL Airport, Inc. leases
approximately  845  square  feet  in  the  Philadelphia  Airport,  Philadelphia,
Pennsylvania  pursuant to a lease dated April 30, 1997.  E.A.J. PHL Airport pays
$7,100 per month rent under the lease which expires April 2007.

         The Company's wholly-owned  subsidiary Eat at Joe's U OF P 40TH Street,
Inc. leases  approximately 4,000 square feet in the Eat at Joe's University City
Diner, Philadelphia,  Pennsylvania pursuant to a lease dated APRIL 21, 1998. EAT
AT JOE'S U OF P 40TH  Street  pays  $6,667 per month rent under the lease  which
expires December 2008.

         The  Company's  wholly-owned   subsidiary  1337855  Ontario  leases  an
approximately 5,200 square feet Koo Koo Roo restaurant in the Humbertown Shoping
Center  located in  Etobicoke,  Ontario,  Canada.  1337855  Ontario pays $14,500
Canadian  Dollars per month rent under the lease which expires in the year 2015,
with an additional five year option.


                            ITEM 3 LEGAL PROCEEDINGS

Summary of Litigation  Between  Various Eat At Joe's  Entities and Various Rouse
Corporation Entities.

         Litigation  was  instituted by Cherry Hill Center,  Inc.,  Echelon Mall

                                       8
<PAGE>

Joint Venture,  Owings Mills Limited Partnership and Plymouth Meeting Mall, Inc.
against  Eat At  Joe's,  Cherry  Hill,  Inc.  t/a Eat At Joe's,  E.A.J.  Holding
Corporation,  E.A.J.  Echelon Mall, Inc. t/a Eat At Joe's Express,  Eat At Joe's
Limited,  Eat At Joe's  Owings  Mills,  Inc.  t/a Eat At Joe's  and Eat At Joe's
Plymouth Meeting,  Inc. t/a Eat At Joe's. Each of the Plaintiffs is the Landlord
for the corresponding  Eat At Joe's entity,  each of which Eat At Joe's Entities
are single purpose  entities.  E.A.J.  Holding  Corporation was named as a party
because it is a Guarantor of the leases.  To the best of my  knowledge,  none of
the Eat At Joe's  Defendants  have any  assets or are  currently  engaged in any
actively ongoing business  activity.  Therefore,  any potential judgment against
them in the action will be uncollectible.

         In response to the Complaint of the Plaintiffs, the Defendants asserted
various defenses and Counterclaims against the Plaintiffs and certain additional
Rouse-related  Third-Party Defendants based upon fraud, consumer fraud, tortuous
interference with prospective  economic advantage,  negligent  misrepresentation
and breach of the duty of good faith and fair dealing.  Eat At Joe's Moorestown,
Inc.  joined in the case as a  Third-Party  Plaintiff to assert  similar  claims
against certain of the Rouse-related  entities.  It is very difficult to predict
the outcome of this case.  Plaintiffs' claims totaled approximately  $830,000.00
as of the date of the  filing of the  Complaint.  Additionally,  Plaintiffs  are
seeking  judgment for  additional  rent which comes due under the leases between
the time of the filing of the Complaint  and the entry of the judgment  together
with  their  costs  and  attorney's  fees.  The  Eat  At  Joe's  Defendants  and
Third-Party  Plaintiffs  seek  damages in the form of  recovery  of Eat At Joe's
improvements to the various leaseholds totaling in excess of $4,000,000.00.

         Counsel is presently attempting to negotiate a settlement of the entire
litigation without adverse consequence to Eat At Joe's.

                        ITEM 4 SUBMISSION OF MATTERS TO A
                            VOTE OF SECURITY HOLDERS

         No matters were subject to a vote of security  holders  during the year
1999.

                                     PART II

                       ITEM 5 MARKET FOR COMMON EQUITY AND
                           RELATED STOCKHOLDER MATTERS

                                       9
<PAGE>

MARKET INFORMATION

         The Company's  Common Stock is traded on the NASD's OTC Bulletin  Board
under the symbol  "JOES."  The  following  table  presents  the high and low bid
quotations  for the Common Stock as reported by the NASD for each quarter during
the  last  two  years.  Such  prices  reflect  inter-dealer  quotations  without
adjustments  for retail markup,  markdown or commission,  and do not necessarily
represent actual transactions.

                                   1998:              HIGH                 LOW
                  First Quarter                       $2.04               $1.06
                  Second Quarter                      $3.38               $1.40
                  Third Quarter                       $1.78               $0.72
                  Fourth Quarter                      $1.21               $0.41

                                   1999:

                  First Quarter                       $1.88               $0.50
                  Second Quarter                      $0.77               $0.38
                  Third Quarter                       $0.52               $0.13
                  Fourth Quarter                      $0.54               $0.10


DIVIDENDS

         The Company has never  declared or paid any cash  dividends.  It is the
present  policy of the  Company to retain  earnings  to  finance  the growth and
development  of the business  and,  therefore,  the Company does not  anticipate
paying dividends on its Common Stock in the foreseeable future.

         The number of shareholders  of record of the Company's  Common Stock as
of February 15, 2000 was approximately 3,342.

RECENT SALES OF UNREGISTERED SECURITIES

         Holders of Convertible  Preferred Stock received  18,444,018  shares of
the Company's Common stock in conversion of 46 shares of Series A, 33 (including
2 shares  converted  subsequent  to December  31,  1999)  shares of Series B, 14
shares of Series C and 20 Shares of Series D Convertible Preferred Stock.

         During 1999,  holders of $130,450 of  Convertible  debentures  received
700,320 shares of Common Stock on conversion of debentures.

         During 1999, the Company issued 4,240,000 shares of its common stock in
settlement of $2,194,897 in short-term debt., and exchanged  1,824,044 shares of
its Common Stock for property, equipment goods and services valued at $281,043.

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<PAGE>


                       ITEM 6 MANAGEMENT'S DISCUSSION AND

                         ANALYSIS OR PLAN OF OPERATIONS

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.

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<PAGE>

RESULTS OF  OPERATIONS - From March 1, 1990 to December 12, 1995 the Company was
an inactive corporation. From December 12, 1995 to November 1997 the Company was
a  development  stage  company and had not begun  principal  operations.  During
November and December,  1997 two restaurants  were opened and began  operations,
two restaurants  opened during May 1998, three  restaurants  opened during third
quarter 1998,  two  restaurants  opened during  fourth  quarter 1998,  and three
restaurants  were acquired during March 1999.  Additionally,  4 restaurants were
closed  during second  quarter 1999 and two were closed  during  fourth  quarter
1999. Accordingly, comparisons with prior periods are not meaningful.

Total Revenues - For the years ended December 31, 1999 and 1998, the Company had
total sales of approximately $3,461,000 and $2,519,000 respectively.

Costs and Expenses - For the years ended December 31, 1999 and 1998, the Company
had a net loss of approximately $6,4512,000 and $1,081,000 respectively. The net
loss for 1999 is largely  attributable  to a loss on  abandonment of assets from
the closure of restaurants of approximately $4,359,000.  The remaining loss from
1999 and the loss  from1998  is  largely  attributable  to  additional  expenses
incurred as the Company  increases  its  Corporate  overhead  structure  for the
development of additional locations. Given the increases and decreases in number
of restaurants  during 1999 and 1998, any discussion of operating  expenses as a
percentage of sales would not be meaningful and might be misleading.

LIQUIDITY AND CAPITAL RESOURCES

         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 1999 and
1998 the company paid  approximately  $696,000 and $4,628,000,  respectively for
property and equipment..

         During 1999 and 1998, the Company has raised  approximately  $2,010,000
and  $2,509,000  through  short-term  notes  payable and advances  from majority
stockholders,  and  $3,513,000  (net of issuance  costs) during 1998 through the
sale of  preferred  stock and  debentures,  both of which are  convertible  into
Common  Stock of the  Company.  The net  proceeds to the  Company  were used for
additional unit development and working capital.

         For the years 1999 and 1998, the Company used approximately  $1,341,000
and $674,000 in cash flow for operating activities.

         After the completion of its expansion plans, the Company expects future

                                       12
<PAGE>

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.


                           ITEM 7 FINANCIAL STATEMENTS

         The  financial  statements  of the Company and  supplementary  data are
included beginning  immediately following the signature page to this report. See
Item 13 for a list of the financial statements and financial statement schedules
included.


              ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

         There are not and have not been any  disagreements  between the Company
and its  accountants  on any  matter  of  accounting  principles,  practices  or
financial statements disclosure.


                                    PART III

               ITEM 9 DIRECTORS EXECUTIVE OFFICERS, PROMOTERS AND
                CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF
                                THE EXCHANGE ACT

EXECUTIVE OFFICERS AND DIRECTORS

         The  following  table sets forth the name,  age,  and  position of each

                                       13
<PAGE>

executive officer and director of the Company:

DIRECTOR'S   NAME          AGE      OFFICE                         TERM EXPIRES

Joseph Fiore                39      Chief Executive officer,            Next
                                    Chairman of the Board of            Annual
                                    Directors/Secretary                 Meeting

James Mylock, Jr.           33       Director                           Next
                                                                        Annual
                                                                        Meeting

Andrew Cosenza, Jr.         31      Director, Vice Chairman             Resigned
                                                                 October 1, 1999

Tim Matula                  39      Director                            Next
                                                                        Annual
                                                                        Meeting

Gino Naldini                48      President and Chief Operating       Next
                                    Officer                             Annual
                                                                        Meeting

Gary Usling                 40      Chief Financial Officer             Next
                                                                        Annual
                                                                        Meeting

         JOSEPH  FIORE has been  Chairman  and  Chief  Executive  Officer  since
October,  1996. In 1982,  Mr. Fiore formed East Coast  Equipment and Supply Co.,
Inc., a restaurant supply company that he still owns. Between 1982 and 1993, Mr.
Fiore  established 9 restaurants  (2 owned and 7  franchised)  which  featured a
1959's theme restaurant concept offering a traditional American menu.

         JAMES  MYLOCK,  JR. has  worked  with  Joseph  Fiore in  marketing  and
business  development  since graduating from the State University of New York at
Buffalo in 1990.

         ANDREW  COSENZA,  JR. was formerly the  President  and Chief  Operating
Officer  since  October,  1996.  Since  1990 he has  been  the  owner  of  Cozco
Management  Corp.,  an  operator  of 35  mall  food  court  restaurants  in  the
Philadelphia area. Mr. Cosenza tendered his resignation as of October 1, 1999.

         TIM MATULA joined Shearson Lehman Brothers as a financial consultant in
1992. In 1994 he joined  Prudential  Securities  and when he left  Prudential in
1997, he was Associate Vice President, Investments, Quantum Portfolio Manager.

                                       14
<PAGE>

         GINO  NALDINI  became  President  and Chief  Operating  Officer  of the
Company in December,  1998.  From 1967 through  1998,  Mr.  Naldini held various
senior executive positions with Toronto-based CARA Operations,  operator or more
than 400  restaurants.  The  restaurants  operated by CARA include Swiss Chalet,
operator of chicken rotisserie restaurants and Harvey's, Canada's second largest
hamburger  chain.  Mr. Naldini's last held position with CARA was that of Senior
Director of Operations.

         MR. USLING has been Chief  Financial  Officer since January,  1999.From
1993 to 1998, he was employed with Penreal Capital Management, Inc. and his last
held  position  as a Vice  President.  Peneral  is a  pension/real  estate  fund
management company.  From 1989 to 1993 he was Vice President of Acquisitions and
Development  for  Co-operators  Development  Corporation,   a  real  estate  and
insurance  firm.  From 1984 to 1989 was  employed by The Canada  Life  Assurance
Company as an accountant.

         The Company's  Certificate of Incorporation  provides that the board of
directors  shall  consist  of  from  one  to  nine  members  as  elected  by the
shareholders.  Each director  shall hold office until the next annual meeting of
stockholders and until his successor shall have been elected and qualified.

BOARD MEETINGS AND COMMITTEES

         The  Directors  and  Officers  will not receive  remuneration  from the
Company until a subsequent  offering has been  successfully  completed,  or cash
flow from  operating  permits,  all in the discretion of the Board of Directors.
Directors may be paid their  expenses,  if any, of attendance at such meeting of
the  Board of  Directors,  and may be paid a fixed  sum for  attendance  at each
meeting  of the  Board of  Directors  or a stated  salary as  Director.  No such
payment shall  preclude any Director from serving the  Corporation  in any other
capacity and receiving  compensation  therefor. No compensation has been paid to
the  Directors.  The Board of Directors may designate  from among its members an
executive  committee and one or more other  committees.  No such committees have
been appointed.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Based solely upon a review of forms 3, 4, and 5 and amendments thereto,
furnished to the Company during or respecting its last fiscal year, no director,
officer,  beneficial owner of more than 10% of any class of equity securities of
the  Company  or any other  person  known to be  subject  to  Section  16 of the
Exchange  Act of 1934,  as  amended,  failed to file on a timely  basis  reports
required by Section 16(a) of the Exchange Act for the last fiscal year.

                                       15
<PAGE>

                         ITEM 10 EXECUTIVE COMPENSATION

         None of the  executive  officer's  salary and bonus  exceeded  $100,000
during any of the Company's last two fiscal years.

EMPLOYMENT AGREEMENTS

         Effective  January 1, 1997,  the  Company  entered  into an  employment
Agreement  with Joseph  Fiore (the  "Fiore  Employment  Agreement")  under which
Joseph Fiore serves as chairman of the board and chief executive  officer of the
Company.  Pursuant to the Fiore Employment  Agreement,  Mr. Fiore was to be paid
$50,000 in 1997 and $75,000 in 1998. In addition,  Mr. Fiore will receive family
health insurance  coverage until age 70 and life insurance coverage until age 70
with a death  benefit  of  $1,000,000  and the use of an  automobile,  with  all
expenses associated with the maintenance and operation of the automobile paid by
the  Corporation.  Mr. Fiore  deferred  all  salaries  and  benefits  under this
agreement until the Company reaches profitability.

         Effective  January 1, 1997,  the  Company  entered  into an  employment
agreement with Andrew A. Cosenza, Jr. (The"Cosenza  Employment Agreement") under
which Andrew A. Cosenza,  Jr. serves as president and chief operating  office of
the  Company  as well  as  serve  as a  member  of the  Corporation's  board  of
directors.  Pursuant to the Cosenza Employment  Agreement,  Mr. Cosenza was paid
$12,500. He deferred $37,500 of his salary for the year 1997. Mr. Cosenza was be
paid a salary of $75,000 in 1998. In addition,  Mr. Cosenza will receive the use
of an  automobile,  with  all  expenses  associated  with  the  maintenance  and
operation of the automobile  paid by the  Corporation,  family health  insurance
coverage to age 70 and life insurance coverage until age 70 with a death benefit
of $1,000,000.  Mr.  Cosenza  received the use of the automobile for part of the
year 1997 at a cost to the Company of  approximately  $16,000 . Mr.  Cosenza has
deferred all other salaries and benefits under this agreement  until the Company
reaches profitability.



                 ITEM 11 SECURITY OWNERSHIP OF BENEFICIAL OWNERS
                                 AND MANAGEMENT

PRINCIPAL SHAREHOLDERS

         The table  below sets forth  information  as to each  person  owning of
record or who was known by the Company to own  beneficially  more than 5% of the
41,874,680  shares of issued and  outstanding  Common Stock of the Company as of

                                       16
<PAGE>

December 31, 1999 and  information as to the ownership of the Company's Stock by
each of its directors and executive  officers and by the directors and executive
officers  as a group.  Except  as  otherwise  indicated,  all  shares  are owned
directly,  and the persons  named in the table have sole  voting and  investment
power with respect to shares shown as beneficially owned by them.

                                                      # OF
NAME AND ADDRESS           NATURE OF                 SHARES
OF BENEFICIAL OWNERS       OWNERSHIP                  OWNED              PERCENT
DIRECTORS

   Joseph Fiore            Common Stock              4,094,974              10%

All Executive Officers     Common Stock              5,342,837              13%
and Directors as a Group
  (3 persons)


             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  Company  utilized  office  space  that is  shared  with  companies
controlled by two officers of the Company. During 1998 Cozco Management received
$36,387, as reimbursement for rent,  telephone,  equipment,  travel,  automotive
salaries and other shared expenses. During 1999 and 1998 the two officers and/or
companies  controlled by the two officers paid expenses and made advances to the
Company.  As of December 31, 1999,  $724,760 in advances was due to officers and
directors of the Company.

                   ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K

(a)ab    The following documents are filed as part of this report.

1.ABFINANCIAL STATEMENTS                                                    PAGE

Report of Robison, Hill & Co., Independent Certified Public Accountants......F-1

Consolidated Balance Sheets as of December 31, 1999, and 1998................F-2

                                       17
<PAGE>

Consolidated Statements of Operations for the years ended
     December 31, 1999, and 1998.............................................F-4

Consolidated Statement of Stockholders' Equity for the years ended
     December 31, 1999, and 1998.............................................F-5

Consolidated Statements of Cash Flows for the years ended
     December 31, 1999, and 1998.............................................F-9

Notes to consolidated Financial Statements..................................F-11

2.ABFINANCIAL STATEMENT SCHEDULES

         The following  financial statement schedules required by Regulation S-X
are included herein.

         All  schedules  are  omitted  because  they are not  applicable  or the
required  information  is shown in the financial  statements  or notes  thereto.

3.ABEXHIBITS

         The following exhibits are included as part of this report:

Exhibit
Number   Title of Document

3.1      Articles of Incorporation(1)
3.2      By-laws(1)
4.1      Certificate of Designations-Series A Convertible Preferred Stock(1)
4.2      Certificate of Designations-Series B Convertible Preferred Stock(1)
4.3      Form of Warrant Agreement(1)
4.4      Certificate of Designations-Series C Convertible Preferred Stock(1)
4.5      Certificate of Designations-Series D Convertible Preferred Stock(1)
10.1     Consulting Agreement-Wall Street Group, Ltd.(1)
10.2     Indenture of Lease between  University of Pennsylvania and Eat at Joe's
         U. of P., Inc.(1)
10.3     Lease Abstract between Cherry Hill Center,  Inc.and Eat at Joe's Cherry
         Hill, Inc.(1)
10.4     Lease Abstract  between  Echelon Mall,  Inc. and E.A.J.  Eachelon Mall,
         Inc.(1)
10.5     Lease  Information  Form  between  E.A.J.   PHL,   Airport,   Inc.  and
         Marketplace Redwood Limited Partnership(1)
10.6     Lease  Abstract  between  Eat at Joe's U. of P.,  Inc.  and UCA  Realty
         Group, Inc.(1)
10.7     Lease  Abstract  between  Rouse  Philadelphia,  Inc.  and Eat at  Joe's
         Gallery, Inc.(1)
10.8     Lease  Information  Form  between  E.A.J.  Enterprises,  Inc. and First

                                       18
<PAGE>

         Fidelity Bank, N.A(1)
10.9     Lease  Abstract  between Eat at Joe's Harbor Place,  Inc. and Baltimore
         Center, Inc.(1)
10.10    Lease Abstract between E.A.J. Shoppington, Inc. and Wilmorite, Inc.(1)
10.11    Lease Abstract between Eat at Joe's Neshaminy,  Inc. and General Growth
         Properties, Inc.(1)
10.12    Lease Abstract  between Eat at Joe's Plymouth  Incorporate and Plymouth
         Meeting, Inc.(1)
10.13    Lease Abstract between E.A.J. Danbury, Inc. and Wilmorite, Inc.(1)
10.14    Registration of trade name for Eat at Joe's(1)
10.15    Registration Rights Agreement(1)
21       Subsidiaries of the Company(1)
23.1     Consent of Robison, Hill & Co.(1)
27.1     Financial Data Schedule

(1) Incorporated by reference.

         (b)      No reports on Form 8-K were filed.














                                       19
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on it behalf by the undersigned, thereunto duly authorized.

                                EAT AT JOE'S LTD.

DATED: MARCH 29, 2000                 BY  /S/     JOSEPH FIORE
                                          ------------------------
                                          Joseph Fiore,
                                          C.E.O., Chairman, Secretary, Director

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on this 29th day of March 2000.

Signatures                                Title

/S/     JOSEPH FIORE
-----------------------------
Joseph Fiore                              C.E.O., Chairman, Secretary, Director
                                          (Principal Executive, Financial
                                          and Accounting Officer)

/S/     JAMES MYLOCK, JR.
-----------------------------
James Mylock, Jr.                         Director

/S/     TIM MATULA
-----------------------------
Tim Matula                                Director

/S/     GINO NALDINI
-----------------------------
Gino Naldini                              President, Chief Operating Officer and
                                          Director

/S/     GARY USLING
-----------------------------
Gary Usling                               Chief Financial Officer and Director



                                       20
<PAGE>









               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders
Eat At Joe's Ltd.

We have audited the  accompanying  consolidated  balance  sheets of Eat At Joe's
Ltd., and  subsidiaries  (a Delaware  corporation)  as of December 31, 1999, and
1998  and  the  related  consolidated  statements  of  operations,   changes  in
stockholders'  equity and cash flows for the years then ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Eat At Joe's Ltd.,
and  subsidiaries  as of December  31,  1999,  and 1998,  and the results of its
operations  and its cash  flows for the years then  ended,  in  conformity  with
generally accepted accounting principles.

                                                   Respectfully submitted,


                                                   /S/ ROBISON, HILL & CO
                                                   ----------------------------
                                                   Certified Public Accountants

Salt Lake City, Utah
March 27, 2000




                                      F - 1
<PAGE>



                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998



                                                       1999             1998
                                                   -----------      -----------
ASSETS
Current Assets:

Cash and cash equivalents ....................     $      --        $   133,957
Receivables ..................................          10,439           25,861
Inventory ....................................          46,050          184,115
Other ........................................            --             21,310
Prepaid expense ..............................          76,442            8,333
Deposits .....................................           1,710           41,046
                                                   -----------      -----------

     Total Current Assets ....................         134,641          414,622
                                                   -----------      -----------

Property and equipment:
Equipment ....................................         879,441        1,632,055
Furniture & Fixtures .........................          47,239           76,255
Leasehold improvements .......................       2,212,291        4,767,308
                                                   -----------      -----------
                                                     3,138,971        6,475,618
Less accumulated depreciation ................        (547,669)        (303,316)
                                                   -----------      -----------

                                                     2,591,302        6,172,302
                                                   -----------      -----------

Other Assets:
Investments ..................................         100,000             --
Intangible and other assets net of
 amortization of $28,884 and $13,400
 for 1999 and 1998, respectively .............         125,954          141,437
                                                   -----------      -----------

     Total Assets ............................     $ 2,951,897      $ 6,728,361
                                                   ===========      ===========





                                      F - 2
<PAGE>

                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998
                                   (Continued)


<TABLE>
<CAPTION>

                                                              1999           1998
                                                          -----------    -----------
LIABILITIES
Current Liabilities:

<S>                                                       <C>            <C>
Accounts payable and accrued liabilities ..............   $   735,775    $   488,632
Short-term notes payable ..............................       342,926        635,000
Shareholders loans ....................................       724,760        452,455
                                                          -----------    -----------

     Total Current Liabilities ........................     1,803,461      1,576,087
                                                          -----------    -----------

Convertible Debentures, Net of Issue Costs ............     1,383,290      1,343,449
                                                          -----------    -----------

     Total Liabilities ................................     3,186,751      2,919,536
                                                          -----------    -----------

STOCKHOLDERS EQUITY
Preferred stock - $0.0001 par value.  10,000,000 shares
   authorized; 2 and 113 shares issued and outstanding           --             --
Common Stock - $0.0001 par value.  50,000,000 shares
   Authorized.41,874,680 and 16,440,755 issued and
   Outstanding, respectively ..........................         4,187          1,644
Common Stock To Be Issued .............................          --              131
Additional paid-in capital ............................     9,619,060      7,213,400
Retained deficit ......................................    (9,858,101)    (3,406,350)
                                                          -----------    -----------

     Total Stockholders' Equity .......................      (234,854)     3,808,825
                                                          -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............   $ 2,951,897    $ 6,728,361
                                                          ===========    ===========

</TABLE>








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

                                      F - 3
<PAGE>

                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 1999, AND 1998
<TABLE>
<CAPTION>

                                                                   1999            1998
                                                           ------------    ------------

<S>                                                        <C>             <C>
Revenues ...............................................   $  3,461,176    $  2,519,255
Cost of Revenues .......................................      1,465,217         702,481
                                                           ------------    ------------
Gross Margin ...........................................      1,995,959       1,816,774

Expenses

   Labor and Related Expenses ..........................      1,730,251       1,168,225
   Rent ................................................        495,043         288,639
   Other General and Administrative ....................      1,054,756         890,131
                                                           ------------    ------------
Income (Loss) Before Depreciation and Amortization .....     (1,284,091)       (530,221)
   Depreciation and Amortization .......................        609,615         305,170
                                                           ------------    ------------

Net Loss from Continuing Operations ....................     (1,893,706)       (835,391)
                                                           ------------    ------------

Other Income (Expense)
   Interest income .....................................          2,936             576
   Interest expense ....................................       (198,879)       (158,525)
   Loss on sale of assets ..............................     (4,359,377)           --
                                                           ------------    ------------
Net Other Income (Expense) .............................     (4,555,320)       (157,949)
                                                           ------------    ------------

Net Loss Before Income Taxes ...........................     (6,449,026)       (993,340)
Income Tax Expense (Benefit) ...........................          2,725           2,725
                                                           ------------    ------------

Net Loss Before Cumulative Effects of Accounting Change      (6,451,751)       (996,065)
Cumulative Effect of Accounting Change on Years Prior to
1998, Net of Taxes
                                                                   --           (84,732)

Net Loss ...............................................     (6,451,751)     (1,080,797)
                                                           ------------    ------------

Less: Preferred Dividends ..............................           --           952,296
                                                           ------------    ------------
Net Loss To Common Stockholders ........................   $ (6,451,751)   $ (2,033,093)
                                                           ============    ============

Basic Loss Per Common Share: ...........................   $      (0.24)   $      (0.16)
                                                           ============    ============

Weighted Average Number of Common Shares ...............     26,406,856      13,062,921
                                                           ============    ============
</TABLE>

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

                                      F - 4
<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 1999, AND 1998
<TABLE>
<CAPTION>


                                                                 Common Stock                             Additional
                                         Preferred Stock         To Be Issued           Common Stock        Paid-in      Retained
                                       -------------------   --------------------   ---------------------
                                        Shares     Amount      Shares     Amount      Shares      Amount    Capital      Deficit
                                       --------   --------   ----------  --------   ----------   --------  ----------   ----------

<S>                                    <C>        <C>        <C>         <C>        <C>          <C>       <C>          <C>
Balance at December 31, 1997 ........      --         --           --        --     12,733,805      1,273   2,244,299   (1,373,257)

March 1998, Series A Convertible

Preferred shares ....................        51       --           --        --           --         --       725,803         --

May 1998, Series B Convertible

Preferred shares ....................        64       --           --        --           --         --       967,903         --

May 1998, Series B Convertible

Preferred shares canceled ...........       (19)      --           --        --           --         --      (450,000)        --

September 1998, Series C Convertible

Preferred shares ....................        14       --           --        --           --         --       183,165         --

September 1998, Series B  Preferred

shares converted ....................        (7)      --           --        --        211,737         22         (22)        --

September 1998, Series D  Convertible

Preferred shares ....................        20       --           --        --           --         --       293,625         --
</TABLE>

                                      F - 5
<PAGE>
<TABLE>
<CAPTION>
<S>                                    <C>        <C>        <C>         <C>        <C>          <C>       <C>          <C>
December 1998, Series B  Preferred

shares converted ....................        (5)      --           --        --        330,782         33         (33)        --

December 1998, Series A  Preferred

shares converted ....................        (5)      --           --        --        284,230         28         (28)        --

December 1998, share issued in
cancellation of short-term debt and
associated interest .................      --         --           --        --        500,000         50     269,629         --

December 1998, share issued in
cancellation of short-term debt .....      --         --      1,312,500       131    2,187,500        219   1,822,568         --

January through December 1998, share

issued in exchange for Leasehold ....      --
Improvements ........................      --         --           --        --         38,200          4      40,184

January through December 1998, share

issued in exchange for Services .....      --
                                                      --           --        --           --      154,501          15      164,011

Preferred dividend due to discounted
conversion rates ....................      --         --           --        --           --         --       952,296     (952,296)
</TABLE>

                                      F - 6
<PAGE>
<TABLE>
<CAPTION>
<S>                                    <C>        <C>        <C>         <C>        <C>          <C>       <C>          <C>
Net loss for the year ...............      --         --           --    (1,080,797)
                                       --------   --------   ----------  --------   ----------   --------  ----------   ----------

Balance at December 31, 1998 ........       113       --      1,312,500       131   16,440,755      1,644   7,213,400   (3,406,350)

Shares issued .......................  (1,312,500)    (131)   1,312,500       131     (198,500)      --

Share issued in exchange for Property ,
Equipment, Goods and Services .......      --         --           --        --      1,824,044        182     281,043         --

Shares issued in cancellation of
short-term debt and associated interest    --         --           --        --      4,240,000        424   2,194,473         --

Series A  Preferred shares converted        (46)      --           --        --      2,760,288        276        (276)        --

Series B  Preferred shares converted        (31)      --           --        --      5,027,718        503        (503)        --
</TABLE>

                                      F - 7
<PAGE>
<TABLE>
<CAPTION>
<S>                                    <C>        <C>        <C>         <C>        <C>          <C>       <C>          <C>
Series C  Preferred shares converted        (14)      --           --        --      3,967,510        397        (397)        --

Series D  Preferred shares converted        (20)      --           --        --      5,601,545        560        (560)        --

Convertible Debentures converted ....      --         --           --        --        700,320         70     130,380         --

Net loss for the year ...............      --         --           --        --           --         --          --     (6,451,751)
                                       --------   --------   ----------  --------   ----------   --------  ----------   ----------

Balance at December 31, 1999 ........         2   $   --     $     --    $   --     41,874,680   $  4,187  $9,619,060   $(9,858,101)
                                       ========   ========   ==========  ========   ==========   ========  ==========   ==========
</TABLE>









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

                                      F - 8
<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 1999, AND 1998
<TABLE>
<CAPTION>

                                                               1999           1998
                                                            -----------    -----------
Cash Flows From Operating Activities

<S>                                                         <C>            <C>
   Net loss for the period ..............................   $(6,451,751)   $(1,080,797)
Adjustments to reconcile net loss to net cash
   Provided by operating activities
     Depreciation and Amortization ......................       336,531        305,170
     Cumulative Effect of Accounting Change .............          --           84,732
     Stock issued for services and expenses .............        82,725        246,623
     Loss on sake of assets .............................     4,359,377           --
     Decrease (Increase) in Receivables .................        15,422        (25,861)
     Decrease (Increase) in inventory ...................       138,065       (176,627)
     Decrease (Increase) in other assets ................          --          (20,910)
     Decrease (Increase) in prepaid expense .............       (68,109)        22,660
     Decrease (increase) in deposits ....................          --          (28,345)
     Increase in accounts payable and accrued liabilities       247,143         (1,103)
                                                            -----------    -----------
Net Cash Provided by (Used in) Operating Activities .....    (1,340,597)      (674,458)
                                                            -----------    -----------

Cash Flows From Investing Activities

   Investments ..........................................      (100,000)          --
   Purchase of property and equipment ...................      (695,567)    (4,627,664)
   Purchase of intangible assets ........................          --           (5,000)
                                                            -----------    -----------
Net Cash Provided by Investing Activities ...............      (795,567)    (4,632,664)
                                                            -----------    -----------

Cash Flows From Financing Activities

   Issuance of convertible preferred stock ..............          --        2,170,496
   Purchase of convertible preferred stock ..............          --         (450,000)
   Proceeds from convertible debenture ..................          --        1,343,449
   Advances from majority stockholders ..................       166,744        113,825
   Repayments of notes and advances .....................        (7,200)      (364,292)
   Proceeds from short-term notes payable ...............     1,842,663      2,395,000
                                                            -----------    -----------

Net Cash Provided by Financing Activities ...............     2,002,207      5,208,478
                                                            -----------    -----------

Increase (Decrease) in Cash .............................      (133,957)       (98,644)
Cash at beginning of period .............................       133,957        232,601
                                                            -----------    -----------

Cash at End of Period ...................................   $      --      $   133,957
                                                            ===========    ===========
</TABLE>




                                      F - 9
<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 1999, AND 1998
                                   (Continued)

                                                           1999          1998
                                                        ----------    ----------
Supplemental Disclosure of Interest and
 Income Taxes Paid

   Interest paid during the period .................    $   70,348    $      295
                                                        ==========    ==========

   Income taxes paid during the period .............    $    2,725    $    4,225
                                                        ==========    ==========

Supplemental Disclosure of Non-cash Investing
 and Financing Activities

   Leasehold Improvements Acquired with Issuance

     of Common Stock ...............................    $  198,500    $   40,188
                                                        ==========    ==========

   Short-term Notes Settled with Issuance of

      Common Stock .................................    $2,194,897    $2,010,000
                                                        ==========    ==========




















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

                                     F - 10
<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1999, AND 1998


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

ORGANIZATION AND BASIS OF PRESENTATION

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

            During the period  September  30, 1988 to  December  31,  1992,  the
Company  remained in the development  stage while attempting to enter the mining
industry.  The Company  acquired  certain  unpatented  mining claims and related
equipment necessary to mine,  extract,  process and otherwise explore for kaolin
clay, silica, feldspar,  precious metals, antimony and other commercial minerals
from its majority stockholder and other unrelated third-parties. The Company was
unsuccessful  in these start-up  efforts and all activity was ceased during 1992
as a result of foreclosure on various loans in default and/or the abandonment of
all assets.

         From 1992  until  1996 the  Company  has had no  operations,  assets or
liabilities.

PRINCIPLES OF CONSOLIDATION

         The consolidated  financial  statements  include the accounts of Eat At
Joe's, LTD. And its wholly-owned  subsidiarys,  E.A.J.  Holding  Corporation,  a
Delaware  corporation  ("Holding"),  E.A.J.  PHL  Airport,  Inc. a  Pennsylvania
corporation,  Eat At Joe's U. of P.,  Inc. a  Pennsylvania  corporation,  E.A.J.
Cherry Hill, Inc., a New Jersey corporation,  Eat At Joe's Harborplace,  Inc., a
Maryland corporation,  Eat At Joe's Neshaminy,  Inc. a Pennsylvania corporation,
Eat At Joe's Plymouth,  Inc., a Pennsylvania  corporation,  E.A.J. Echelon Mall,
Inc.,  a  New  Jersey  corporation,   E.A.J.   Gallery,   Inc.,  a  Pennsylvania
corporation,   E.A.J.  Moorestown,  Inc.,  a  New  Jersey  CORPORATION,   E.A.J.
SHOPPINGTOWN,INC.,  A NEW YORK  CORPORATION,  EAT AT  JOE'S U OF P 40TH  Street,
Inc., a Pennsylvania  corporation,  Eat at Joe's Owings Mills,  Inc., a Maryland
corporation,  and 1337855  Ontario.  All significant  intercompany  accounts and
transactions have been eliminated.


                                     F - 11
<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1999, AND 1998
                                   (Continued)


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

NATURE OF BUSINESS

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

INVENTORIES

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

INCOME TAXES

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

DEPRECIATION

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

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

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

AMORTIZATION

         Intangible assets are amortized over useful life of 10 years.

                                     F - 12
<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1999, AND 1998
                                   (Continued)



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

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

RECENT ACCOUNTING PRONOUNCEMENTS

         During 1998, the Company  changed its method of accounting for costs of
start up  activities to conform with new  requirements  of Statement of Position
98-5 "Reporting on the Costs of Start-Up  Activities"  (SOP 98-5). The effect of
this change was to  increase  net loss for the year ended  December  31, 1998 by
$84,732. Financial Statements for 1997 have not been restated in accordance with
the provisions of SOP 98-5.

PERVASIVENESS OF ESTIMATES

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

CONCENTRATION OF CREDIT RISK

         The  Company has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign  hedging  arrangements.  The Company  maintains the majority of its cash
balances with one financial institution, in the form of demand deposits.

                                     F - 13
<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1999, AND 1998
                                   (Continued)



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

CASH AND CASH EQUIVALENTS

         For purposes of the statement of cash flows, the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

EARNINGS (LOSS) PER SHARE

         Diluted  net  income  per  common  share  was  calculated  based  on an
increased number of shares that would be outstanding  assuming that the warrants
are  converted  to  common  shares.  The  effect  of  outstanding  common  stock
equivalents are anti-dilutive for 1999 and 1998 and are thus not considered.

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

                                      For the Year Ended 1998
                     ----------------------------------------------------------
                                                                Per Share
                          Income              Shares              Amount
                     ------------------  ------------------  ------------------

Basic EPS
Net Loss to common
shareholders         $       (2,033,093)         13,062,921  $           (0.16)

                     ==================  ==================  ==================


                                       For the Year Ended 1999
                     ----------------------------------------------------------
                                                                 Per Share
                          Income              Shares              Amount
                     ------------------  ------------------  ------------------

Basic EPS
Net Loss to common
shareholders         $       26,406,856          (6,451,751) $            (0.24)
                     ==================  ==================  ==================


                                     F - 14
<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1999, AND 1998
                                   (Continued)



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

RECLASSIFICATIONS

         Certain   reclassifications  have  been  made  in  the  1998  financial
statements to conform with the 1999 presentation.

NOTE 2 - SHORT-TERM NOTES PAYABLE

         Short-Term Notes Payable consist of loans from unrelated entities as of
December  31,  1999 and 1998.  The notes are  payable  one year from the date of
issuance together with interest at 6.50% A.P.R.

NOTE 3 - INCOME TAXES

         Deferred taxes result from temporary  differences in the recognition of
income and expenses for income tax reporting and financial  statement  reporting
purposes.  Deferred  benefits of  $2,040,000  and  $349,000  for the years ended
December 31, 1999 and 1998 respectively, are the result of net operating losses.

         The Company has  recorded net  deferred  income taxes in the  accompany
consolidated balance sheets as follows:

                                                          As at December 31,
                                                      -------------------------
                                                          1999          1998
                                                      ------------  -----------
Future deductible temporary differences related to
   Reserves, accruals, and net operating losses       $  2,829,000  $   736,000
Valuation allowance                                     (2,829,000)    (736,000)
                                                      ------------  -----------
Net Deferred Income Tax                               $       --    $      --
                                                      ============  ===========




                                     F - 15
<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1999, AND 1998
                                   (Continued)


NOTE 3 - INCOME TAXES (CONTINUED)

         As of December 31, 1999,  the Company had a net operating  loss ("NOL")
carry  forward for income tax  reporting  purposes of  approximately  $8,320,000
available to offset future taxable income. This net operating loss carry forward
expires at various dates between December 31, 2003 and 2013. A loss generated in
a particular year will expire for federal tax purposes if not utilized within 15
years.  Additionally,  the Internal Revenue Code contains provisions which could
reduce  or limit the  availability  and  utilization  of these  NOLs if  certain
ownership  changes have taken place or will take place.  In accordance with SFAS
No. 109, a valuation  allowance is provided when it is more likely than not that
all or some portion of the  deferred tax asset will not be realized.  Due to the
uncertainty  with respect to the ultimate  realization  of the NOLs, the Company
established a valuation  allowance for the entire net deferred  income tax asset
of $2,829,000  as of December 31, 1999.  Also  consistent  with SFAS No. 109, an
allocation  of the  income  (provision)  benefit  has been made to the loss from
continuing operations.

         The  difference  between the effective  income tax rate and the federal
statutory  income tax rate on the loss from continuing  operations are presented
below:

                                                          As at December 31,
                                                     --------------------------
                                                         1999          1998
                                                     ------------  ------------
Benefit at the federal statutory rate of 34%         $  2,040,000  $    349,000
Nondeductible expenses                                       --            --
                                                     ------------  ------------
Utilization of net operating loss carryforward       $  2,040,000  $   (349,000)
                                                     ------------  ------------
                                                     $       --    $       --
                                                     ============  ============

NOTE 4 - PURCHASE OF SUBSIDIARIES

         The Company has entered into a non-binding  letter of intent to acquire
a 16 unit regional  restaurant  chain.  Either party to the letter may terminate
the letter of intent without penalty.  The parties have agreed to proceed toward
negotiation of a mutually  agreeable  purchase  agreement.  No assurances can be
given that the purchase of the restaurant chain will be completed.

         In March of 1999,  1337855  Ontario,  Inc.  ("Ontario"),  wholly  owned
subsidiary  of the Company  entered into a purchase  agreement  with Koo Koo Roo
Canada  Limited  (Koo Koo Roo) to acquire  certain  assets  and  assume  certain
liabilities of that company.  Koo Koo Roo is a  California-based  casual dining,
quick service restaurant chain featuring skinless flame broiled chicken, roasted
hand-carved turkey and made-to-order tossed salads and specialty sandwiches. In




                                     F - 16
<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1999, AND 1998
                                   (Continued)


NOTE 4 - PURCHASE OF SUBSIDIARIES (CONTINUED)

consideration for its payment of approximately $375,000,  Ontario acquired (1) a
20 year  exclusive  license  agreement  in Canada with a 20 year renewal term to
operate  Koo Koo Roo  restaurants;  (2)  re-negotiated  the  leases to operate 3
existing Koo Koo Roo locations in Toronto,  and (3) satisfied  outstanding  debt
obligations due the second lender to Koo Koo Roo.


<PAGE>


NOTE 5 - RENT AND LEASE EXPENSE

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

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

              Year Ended December 31,                Real Property   Equipment
         ----------------------------------           -----------  ------------
                  2000                                $   360,036  $       --
                  2001                                    360,036          --
                  2002                                    360,036          --
                  2003                                    360,036          --
                  2004                                    360,036          --
                  Thereafter                            2,196,492          --
                                                      -----------  ------------

                  Total minimum future lease payments $ 3,996,672  $       --
                                                      ===========  ============

         The leases  generally  provides  that  insurance,  maintenance  and tax
expenses  are  obligations  of the  Company.  It is expected  that in the normal
course of business,  leases that expire will be renewed or replaced by leases on
other properties.

NOTE 6 - RELATED PARTY TRANSACTIONS

         The  Company  utilized  office  space  that is  shared  with  companies
controlled by two officers of the Company. During 1998 Cozco Management received
$36,387, as reimbursement for rent,  telephone,  equipment,  travel,  automotive
salaries and other shared expenses. During 1999 and 1998 the two officers and/or
companies  controlled by the two officers paid expenses and made advances to the
Company.  As of December 31, 1999,  $724,760 in advances was due to officers and
directors of the Company.


                                     F - 17
<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1999, AND 1998
                                   (Continued)


NOTE 7 - CONVERTIBLE PREFERRED STOCK, DEBENTURES, WARRANTS & OPTIONS

         Holders of Convertible  Preferred Stock received  17,357,061  shares of
the  Company's  Common stock during 1999 in conversion of 46 shares of Series A,
31  shares  of  Series  B, 14  shares  of  Series C and 20  Shares  of  Series D
Convertible  Preferred  Stock.  As of  December  31, 1999 there were 2 shares of
Convertible  Preferred  Stock  outstanding  which were  converted  subsequent to
December 31, 1999.

         During 1999,  holders of $130,450 of  Convertible  debentures  received
700,320 shares of Common Stock on conversion of debentures.

         The following table sets forth the options and warrants  outstanding as
of December 31, 1999 and 1998.
<TABLE>
<CAPTION>

                                                                      1999            1998
                                                                 --------------   --------------

<S>                                                                   <C>              <C>
Options & warrants outstanding, beginning of year                     1,247,750        1,100,000

         Granted                                                           --          1,247,750
         Expired                                                           --         (1,060,000)
         Exercised                                                         --            (40,000)
                                                                 --------------   --------------

Options & warrants outstanding, end of year                           1,247,750        1,247,750
                                                                 ==============   ==============

Exercise price for options & warrants outstanding, end of year   $0.50 to $1.79   $0.50 to $1.79
                                                                 ==============   ==============
</TABLE>

NOTE 8 - CONTINGENCIES

Various Rouse Corporation  Entities have brought  litigation against various Eat
At Joe's Entities.

         The subject  litigation  was  instituted  by Cherry Hill Center,  Inc.,
Echelon  Mall Joint  Venture,  Owings  Mills  Limited  Partnership  and Plymouth
Meeting Mall,  Inc.  against Eat At Joe's,  Cherry Hill,  Inc. t/a Eat At Joe's,
E.A.J. Holding Corporation,  E.A.J. Echelon Mall, Inc. t/a Eat At Joe's Express,
Eat At Joe's Limited,  Eat At Joe's Owings Mills,  Inc. t/a Eat At Joe's and Eat
At Joe's Plymouth Meeting,  Inc. t/a Eat At Joe's. Each of the Plaintiffs is the
Landlord for the corresponding  Eat At Joe's entity,  each of which Eat At Joe's
Entities are single purpose entities. E.A.J. Holding


                                     F - 18
<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1999, AND 1998
                                   (Continued)


NOTE 8 - CONTINGENCIES CONTINUED)

Corporation was named as a party because it is a Guarantor of the leases. To the
best of my knowledge, none of the Eat At Joe's Defendants have any assets or are
currently  engaged in any actively ongoing  business  activity.  Therefore,  any
potential judgment against them in the action will be uncollectible.

         In response to the Complaint of the Plaintiffs, the Defendants asserted
various defenses and Counterclaims against the Plaintiffs and certain additional
Rouse-related  Third-Party Defendants based upon fraud, consumer fraud, tortuous
interference with prospective  economic advantage,  negligent  misrepresentation
and breach of the duty of good faith and fair dealing.  Eat At Joe's Moorestown,
Inc.  joined in the case as a  Third-Party  Plaintiff to assert  similar  claims
against certain of the Rouse-related  entities.  It is very difficult to predict
the outcome of this case.  Plaintiffs' claims totaled approximately  $830,000.00
as of the date of the  filing of the  Complaint.  Additionally,  Plaintiffs  are
seeking  judgment for  additional  rent which comes due under the leases between
the time of the filing of the Complaint  and the entry of the judgment  together
with  their  costs  and  attorney's  fees.  The  Eat  At  Joe's  Defendants  and
Third-Party  Plaintiffs  seek  damages in the form of  recovery  of Eat At Joe's
improvements to the various leaseholds totaling in excess of $4,000,000.00.

         Counsel is presently attempting to negotiate a settlement of the entire
litigation without adverse consequence to Eat At Joe's.

NOTE 9 - RESTAURANT CLOSURES

         During 1999,  E.A.J.  Cherry Hill, Inc., E.A.J.  Gallery,  Inc., Eat At
Joe's  Harborplace,  Inc.,  E.A.J.  Echelon Mall,  Inc.,  and two of the 1337855
Ontario  restaurants  were  closed and  substantially  all assets and  leasehold
improvements  abandoned.  This  abandonment  of assets has been  reported in the
accompanying  financial statements as a loss on sale of assets at $4,359,377 for
the year ended December 31, 1999.







                                     F - 19
<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1999, AND 1998
                                   (Continued)


NOTE 10 - SELECTED FINANCIAL DATA (UNAUDITED)

         The following  table set forth certain  unaudited  quarterly  financial
information:
<TABLE>
<CAPTION>

                                                   1998 QUARTERS ENDED
                                   --------------------------------------------------------
                                      Mar 31         Jun 30         Sep 30        Dec 31
                                   -----------    -----------    -----------    -----------
Income statement data:
<S>                                <C>            <C>            <C>            <C>
   Net sales ...................   $   147,347    $   316,397    $   817,129    $ 1,238,382
   Gross profit ................        85,312        157,461        613,654        960,347
   Income (loss) from
     operations before
     depreciation & amortization      (372,638)      (289,480)        31,447        100,450
   Loss from operations ........      (394,589)      (329,038)       (47,858)       (63,906)
Other income ...................        (8,931)        (4,941)       (78,235)       (65,842)
Loss before taxes ..............      (403,520)      (333,979)      (126,093)      (129,748)
Income tax (provision) benefit .           682            681            681            681
Net Income (Loss) ..............   $  (488,934)   $  (334,660)   $  (126,774)   $  (130,429)
                                   ===========    ===========    ===========    ===========

                                                   1999 QUARTERS ENDED
                                   --------------------------------------------------------
                                      Mar 31         Jun 30         Sep 30        Dec 31
                                   -----------    -----------    -----------    -----------
Income statement data:
   Net sales ...................   $   846,995    $ 1,091,321    $   849,716    $   673,143
   Gross profit ................       588,915        661,481        374,672        370,891
   Income (loss) from
     operations before
     depreciation & amortization        39,641       (282,217)      (592,926)      (448,589)
   Loss from operations ........      (114,665)      (458,104)      (765,557)      (555,380)
Other income ...................       (53,462)       (45,860)    (1,429,643)    (3,026,354)
                                   -----------    -----------    -----------    -----------
Loss before taxes ..............      (168,127)      (503,964)    (2,195,200)    (3,581,734)
Income tax (provision) benefit .          (682)          (681)
                                                                        (681)          (681)
                                   -----------    -----------    -----------    -----------
Net Income (Loss) ..............   $  (168,809)   $  (504,645)   $(2,195,881)   $(3,582,415)
                                   ===========    ===========    ===========    ===========

</TABLE>