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, 1997

                                       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.)

                     P.O. Box 500, Yonkers, New York 10704

               (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)






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     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:     17
                                                     Exhibit Index Page:     15

     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.       $84,781

     As of March 26,  1998,  there were  12,733,805  shares of the  Registrant's
common stock, par value $0.0001,  issued and outstanding and 1,100,000  warrants
to purchase common stock at $1.00 per share.  The aggregate  market value of the
Registrant's   voting  stock  held  by  non-affiliates  of  the  Registrant  was
approximately  $12,750,968  computed  at the  average  bid and asked price as of
March 25, 1998.


                       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 ..........................................7

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

Item 4.     Submission of Matters to a Vote of Security Holders ..............8


PART II

Item 5.     Market for Common Equity and Related Stockholder Matters..........8

Item 6.     Management's Discussion and Analysis or Plan of Operations........9

Item 7.     Financial Statements.............................................11

Item 8.     Changes in and Disagreements With Accountants on Accounting and
            Financial Disclosure ............................................11

PART III

Item 9.     Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act ...............11

Item 10.   Executive Compensation............................................13

Item 11.   Security Ownership of Certain Beneficial Owners and Management... 14

Item 12.   Certain Relationships and Related Transactions................... 15

Item 13.   Exhibits and Reports on Form 8-K. ............................... 15




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                                     PART I



                         ITEM 1 DESCRIPTION OF BUSINESS



General

     The Company is seeking to effect a merger, exchange of capital stock, asset
acquisition or other similar business  combination  with an operating  business.
The business objective of the Company is to effect a business combination with a
business  which the Company  believes  has  significant  growth  potential.  The
Company  intends to utilize  equity in  affecting  a  business  combination.  On
September  13,  1996 the Company  changed  its name to Eat at Joe's Ltd.  and on
November 11, 1996 raised  $60,000  pursuant to  Regulation D under Rule 504. The
Company  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. 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  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 3, 1997,  the  Company did not engaged in any
business activities.

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     On January 3, 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.

     The Company through its wholly owned subsidiary, Hold, has ten 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, and E.A.J. Shoppingtown, Inc., a New
York 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.

     The  principal  executive  offices of the  Company are located at 670 White
Plains Road, Suite 118,  Scarsdale,  NY 10583. The Company also has an office in
Cherry Hill, New Jersey, where the restaurant operations are managed.

OPERATING LOSSES

     The Company has  incurred net losses of $211,522 and $18,700 for the fiscal
years  ended  December  31,  1997 and  December  31,  1996,  respectively.  Such
operating  losses  reflect  developmental  and other  start-up  activities.  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 has  generated  minimal  revenues  from  product  distribution.
Revenues are not yet sufficient to support the Company's  operating expenses and
are not  expected to reach such levels until the fourth  quarter of 1998.  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.


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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 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.



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<PAGE>



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,  1998,  the  Company  had 22  employees,  none of whom is
represented by a labor union.


                         ITEM 2 DESCRIPTION OF PROPERTY



     Since 1992 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.  Shoppingtown,  Inc. leases
approximately  2,453  square  feet in the  Shoppington  Mall,  DeWitt,  New York
pursuant to a shopping center lease dated January 1, 1998.  E.A.J.  Shoppingtown
pays $4,167 per month rent under the lease which expires December 21, 2012.

     The  Company's  wholly-owned  subsidiary,  Eat At Joe's Cherry  Hill,  Inc.
leases  approximately  660 square feet in the Cherry Hill Mall, Cherry Hill, New
Jersey  pursuant to a shopping  center lease dated October 1, 1997. Eat At Joe's
Cherry Hill pays $4,400 per month rent under the lease which  expires  September
30, 2007.

     The Company's  wholly-owned  subsidiary,  Eat At Joe's Gallery, Inc. leases
approximately  2,000  square feet in the Gallery at Market  East,  Philadelphia,
Pennsylvania  pursuant to a shopping  center lease dated August 1, 1997.  Eat At
Joe's Gallery pays $4,167 per month rent under the lease which expires  December
31, 2007.

     The Company's  wholly-owned  subsidiary,  E.A.J. Holding Corporation,  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.



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                            ITEM 3 LEGAL PROCEEDINGS



NONE



                        ITEM 4 SUBMISSION OF MATTERS TO A
                            VOTE OF SECURITY HOLDERS



     On February 14, 1997 the  Shareholders  approved the  acquisition of E.A.J.
Holding  Corporation,  Inc. (A newly  organized  Delaware  corporation)  for the
issuance of 5,505,000 shares of the Company's common stock.


                                     PART II



                       ITEM 5 MARKET FOR COMMON EQUITY AND
                           RELATED STOCKHOLDER MATTERS



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.

      Year                Period                     Low           High

      1996                First Quarter     To the best knowledge of management,
                          Second  Quarter   there was no  trading  of shares
                          Third Quarter     during 1996.
                          Fourth Quarter


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       Year                Period                    Low            High
       1997                First Quarter            $4.00          $5.63
                           Second Quarter            2.00           4.50
                           Third Quarter             1.50           3.50
                           Fourth Quarter             .88           2.44

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
March 25, 1998 was 377.

RECENT SALES OF UNREGISTERED SECURITIES

     On  November  11, 1996 the Company  completed  a  Regulation  D Section 504
private  placement whereby the Company issued 600,000 common shares for $60,000.
Each share  included  detachable  warrants to purchase one common share at $1.00
per share.


                       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,

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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.

Results of  Operations - From March 1, 1990 to December 12, 1995 the Company was
an inactive  corporation.  On December 12, 1995 the Company was  reactivated and
since that date until  November  1997 the Company  continued to be a development
stage  company  and had not begun  principal  operations.  During  November  and
December, 1997 two restaurants were opened and began operations.

LIQUIDITY AND CAPITAL RESOURCES

           The  Company has  generated  minimal  revenues  from  product  sales.
Revenues are not yet  sufficient  to support the Company's  operating  expenses,
however,  the Company is cautiously  optimistic that operating  revenues will be
adequate to meet operating  expenses  during the next year.  Since the Company's
formation,  it has funded its  operations  and  capital  expenditures  primarily
through private  placements of debt and equity  securities.  The Company 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.

           There are no formal  commitments  from banks or other lending sources
for lines of credit or similar short-term borrowing.

           The increase in capital  resources for 1997 and 1996 is  attributable
to the private placement of Common Stock and the issuance of debt.

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

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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
executive officer and director of the Company:

Director's Name       Age     Office                        Term Expires


Joseph Fiore          37      Chief Executive officer,          Next
                              Chairman of the Board of         Annual
                              Directors/Secretary              Meeting


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Director's  Name       Age    Office                         Term Expires


James Mylock, Jr.      31     Director                           Next
                                                                Annual
                                                                Meeting

Andrew Cosenza, Jr.    29     President/Treasurer/               Next
                              Chief Operating Officer/          Annual
                              Director                          Meeting

     Joseph     Fiore     has     served     as     chairman/chief     executive
officer/secretary/director  of the Company  since  October 5, 1996. A native New
Yorker and graduate with honors from Fordham  University,  B.S. in Finance,  Mr.
Fiore began his career in food service  before he graduated from college when he
purchased his first restaurant in the Galleria Mall in White Plains,  N.Y. After
graduation,  he began working on the  development  of a 1950's theme  restaurant
concept with a traditional American menu of hamburgers,  hot dogs, french fries,
and ice cream - Eat at Joe's.  Mr.  Fiore  will be working  with the  investment
community as well as all administrative activities within the Company.

     James Mylock,  Jr. has served as a director of the Company since October 5,
1996. Mr. Mylock went to work for Eat at Joe's after  graduation  from the State
University of New York at Buffalo in 1990 with a B.A. in Sociology and an A.A.S.
in Business Administration. Combining his management skills with his interest in
social  trends and  marketing,  Mr. Mylock took a management  position  within a
corporate  retail  unit  where he  gained  a vast  knowledge  of the  restaurant
industry as well as discovering  innovative ways to meet customer needs. He will
be responsible for business development and aid in territorial acquisitions.

     Andrew  Cosenza,  Jr.  has  served as  President/Treasurer/Chief  Operating
Officer and director of the Company from October 5, 1996. Andrew Cosenza, Jr. is
a graduate  of Drexel  University  where he  majored in Finance  with a minor in
Hotel and Restaurant  Management.  Mr. Cosenza  successfully  owned and operated
sit-down restaurants,  pizzerias,  and free-standing  fast-food outlets. Each of
Mr.  Cosenza's  food  outlets are  operated as if they are  individually  owned.
Managers are experienced, mature and motivated to succeed. Mr. Cosenza brings an
enormous  amount of hands-on  operational  experience to Eat at Joe's as well as
corporate expertise.

     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

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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.



                         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 $100,000 in
1997.  He deferred  $100,000 of his salary for the year 1997.  Mr. Fiore will be
paid a salary of  $225,000 in 1998 and  $350,000  thereafter  provided  that the
salary of $350,000  payable after the second year of  employment is  conditioned
upon the business  operating at least 10 units by the end of 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 these
benefits until after 1997.

     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  $87,500 of his salary for the year 1997.  Mr.  Cosenza  will be paid a
salary of $225,000 in 1998 and $350,000  thereafter  provided that the salary of
$350,000 payable

                                       13

<PAGE>



after the second year of employment is conditioned  upon the business  operating
at least 10 units by the end of 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 deferred some of these benefits until after 1997 but
did  receive  the use of the  automobile  for  part of the year at a cost to the
Company of approximately $44,000.


                 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
12,733,805  shares of issued and  outstanding  Common Stock of the Company as of
March 26, 1998 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.

     To the best of management's knowledge there is not any shareholder who owns
more than 5% of the Company's common stock.
                                                        # of
Name and Address                  Nature of            Shares
of Beneficial Owners              Ownership            Owned             Percent
Directors

   Joseph Fiore                   Common Stock        2,949,934             23%
   James Mylock, Jr.              Common Stock          None                -0-
   Andrew Cosenza, Jr.            Common Stock        2,700,000             21%

All Executive Officers            Common Stock        5,649,934             44%
and Directors as a Group
  (3 persons)








                                       14

<PAGE>





             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 1997 Cozco Management  received $546,574
as reimbursement for rent, telephone, equipment, travel, automotive salaries and
other shared expenses.  During 1997 the two officers and/or companies controlled
by the two  officers  paid  expenses and made  advances to the Company  totaling
$702,922.



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



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

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

Consolidated Balance Sheets as of December 31, 1997, and 1996               F-2

Consolidated Statements of Operations for the years ended
     December 31, 1997, and 1996                                            F-4

Consolidated Statement of Stockholders' Equity for the years ended
     December 31, 1997, and 1996                                            F-5

Consolidated Statements of Cash Flows for the years ended
     December 31, 1997, and 1996                                            F-6

Notes to consolidated Financial Statements                                  F-8

2.     Financial 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.

                                       15

<PAGE>



3.     Exhibits

     The following exhibits are included as part of this report:

Exhibit
Number     Title of Document



3.01       Articles  of  Incorporation  of  Conceptualistics,  Incorporated Inc.
             a Delaware Corporation now known as  Eat At Joe's, LTD. (1)

3.02       Bylaws (1)

23.01      Consent of Accountants (1)

27.1       Financial Date Schedule

       (1) Incorporated by Reference.


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

     (c) The exhibits listed in Item 14(a)(3) are incorporated by reference.

     (d) No financial statement schedules required by this paragraph are
           required to be filed as a part of this form.




















                                       16

<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 30, 1998                     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 30TH day of March 1998.

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/     Andrew Cosenza, Jr.
Andew Cosenza, Jr.                        Director, President, C.O.O., Treasurer










                                       17

<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 and formerly a development stage
enterprise)  as of December  31,  1997,  and 1996 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  (Formerly a development  stage  enterprise) as of December 31,
1997,  and 1996,  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 23, 1998

                                      F - 1

<PAGE>



                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                    (Formerly a development stage enterprise)
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1997 AND 1996



                                                             1997         1996
                                                          ----------   --------
ASSETS
Current Assets:
Cash and cash equivalents .............................  $   232,601   $ 35,016
Receivables ...........................................         --       70,000
Inventory .............................................        7,488       --
Other .................................................          400       --
Prepaid expense .......................................       30,993      3,975
Deposits ..............................................       12,701     10,991
                                                         -----------   --------

     Total Current Assets .............................      284,183    119,982
                                                         -----------   --------

Property and equipment:
Equipment .............................................      279,667       --
Office furniture ......................................        1,000       --
Leasehold improvements ................................      665,643     12,495
                                                         -----------   --------
                                                             946,310     12,495
Less accumulated depreciation .........................      (11,546)      --
                                                         -----------   --------

                                                             934,764     12,495
                                                         -----------   --------

Other Assets:
Intangible and other assets net
 of $2,150 amortization in 1997 .......................      234,569    158,595
Deferred development costs ............................      861,456       --
                                                         -----------   --------

     Total Other Assets ...............................    1,096,025    158,595
                                                         -----------   --------

     Total Assets .....................................  $ 2,314,972   $291,072
                                                         ===========   ========











                                      F - 2

<PAGE>





                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                    (Formerly a development stage enterprise)
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1997 AND 1996
                                   (Continued)



                                                          1997          1996
                                                       ----------    ----------
LIABILITIES
Current Liabilities:
Accounts payable ...................................  $   347,295   $     7,235
Short-term notes payable ...........................      304,940          --
Shareholders loans .................................      702,922        12,500
                                                      -----------   -----------

     Total Liabilities .............................    1,355,157        19,735
                                                      -----------   -----------


STOCKHOLDERS EQUITY
Preferred stock - $0.0001 par value
  10,000,000 shares authorized;
  none issued and outstanding ......................         --            --
Common Stock - $0.0001 par value
   50,000,000 shares Authorized
   12,733,805 and 11,833,805
   issued and Outstanding, respectively ............        1,273         1,183
Additional paid-in capital .........................    2,244,299     1,344,389
Retained deficit ...................................   (1,285,757)   (1,074,235)
                                                      -----------   -----------

     Total Stockholders' Equity ....................      959,815       271,337
                                                      -----------   -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .........  $ 2,314,972   $   291,072
                                                      ===========   ===========












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

                                      F - 3

<PAGE>



                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                    (Formerly a development stage enterprise)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 1997, AND 1996



                                                            1997       1996
                                                         ---------   --------

Revenues ..............................................  $  84,781   $   --
Cost of revenues ......................................     56,855       --
                                                         ---------   --------

Gross Margin ..........................................     27,926       --

Expenses
   General and administrative .........................    235,144     14,762
                                                         ---------   --------

Net loss from continuing operations ...................   (207,218)   (14,762)
                                                         ---------   --------

Other Income (Expense)
   Interest income ....................................      3,759       --
   Interest expense ...................................     (7,311)    (3,938)
   Loss on sale of assets .............................       (752)      --
                                                         ---------   --------

Net Other Income (Expense) ............................     (4,304)    (3,938)
                                                         ---------   --------

Net loss before income taxes ..........................   (211,522)   (18,700)
Income tax expense (benefit) ..........................       --         --
                                                         ---------   --------

Net Loss ..............................................  $(211,522)  $(18,700)
                                                         =========   ========

Basic Loss Per Common Share: ..........................  $    (.02)  $   --
                                                         =========   ========












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

                                      F - 4

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                     (Formerly a development stage company)
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 1997, AND 1996




                                      Common Stock   Additional
                                      ------------     Paid-in      Retained
                                     Shares   Amount   Capital       Deficit
                                     ------   ------   -------       -------

Balances at January 1, 1996 ...      314,350  $   31  $1,055,504  $(1,055,535)

Adjustment in connection with
   pooling of interests .......    5,505,000     550     219,037         --
                                 -----------  ------  ----------  -----------

Balances at January 1, 1996, as    5,819,350     581   1,274,991   (1,055,535)
 restated

May 1996, shares issued
   to Company for cash ........       14,455       2       9,998         --

November 1996, shares issued
   in Reg D-504 offering ......    6,000,000     600      59,400         --

Net loss for the year .........         --      --          --        (18,700)
                                 -----------  ------  ----------  -----------

Balances at December 31, 1996 .   11,833,805   1,183   1,344,389   (1,074,235)


March 1997, shares issued
   on exercise of warrants ....      400,000      40     399,960         --

April 1997, shares issued on
   exercise of warrants .......      300,000      30     299,970         --

November 1997 shares issued
   on exercise of warrants ....      200,000      20     199,980         --

Net loss for the year .........         --      --          --       (211,522)
                                 -----------  ------  ----------  -----------

Balance at December 31, 1997 ..  $12,733,805  $1,273  $2,244,299  $(1,285,757)
                                 ===========  ======  ==========  ===========


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

                                      F - 5

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                     (Formerly a development stage company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 1997, AND 1996



                                                           1,997      1,996
                                                     -----------   --------
Cash Flows From Operating Activities
   Net loss for the period ........................  $  (211,522)  $(18,700)
Adjustments to reconcile net loss to net cash
   Provided by operating activities
     Loss from sale of marketable securities ......          752       --
     Depreciation .................................       11,546       --
     Payment of organization costs ................      (78,124)    (8,558)
     Amortization of organization costs ...........        2,150       --
     Decrease (Increase) in Receivables ...........       70,000       --
     Increase in inventory ........................       (7,488)      --
     Increase in other assets .....................         (400)      --
     Increase in prepaid expense ..................      (27,018)    (3,975)
     Decrease (increase) in deposits ..............       (1,710)   (10,991)
     Increase in accounts payable .................      340,060      7,235
                                                     -----------   --------

Net Cash Provided by (Used in) Operating Activities       98,246    (34,989)
                                                     -----------   --------

Cash Flows From Investing Activities
   Payment of deferred development costs ..........     (861,456)      --
   Purchase of property and equipment .............     (933,815)   (12,495)
   Proceeds from sale of marketable securities ....      143,248       --
   Purchase of marketable securities ..............     (144,000)      --
                                                     -----------   --------

Net Cash Provided by Investing Activities .........   (1,796,023)   (12,495)
                                                     -----------   --------

Cash Flows From Financing Activities
   Issuance of common stock .......................      900,000     70,000
   Advances from majority stockholders ............      690,422     12,500
   Proceeds from short-term notes payable .........      304,940       --
                                                     -----------   --------

Net Cash Provided by Financing Activities .........    1,895,362     82,500
                                                     -----------   --------

Increase in Cash ..................................      197,585     35,016
Cash at beginning of period .......................       35,016       --
                                                     -----------   --------

Cash at End of Period .............................  $   232,601   $ 35,016
                                                     ===========   ========


                                      F - 6

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                     (Formerly a development stage company)
                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 1997, AND 1996
                                   (Continued)



                                                                1997      1996
                                                         -----------  --------
Supplemental Disclosure of Interest and
 Income Taxes Paid
   Interest paid for the period .......................  $      --    $  3,938
                                                         ===========  ========

   Income taxes paid for the period ...................  $      --    $   --
                                                         ===========  ========

Supplemental Disclosure of Non-cash Investing
 and Financing Activities
   Intangible Assets Acquired with Issuance of
      Common stock ....................................  $   149,832  $149,832
                                                         ===========  ========

   Organization Costs Acquired with Issuance
      Common stock ....................................  $       200  $    200
                                                         ===========  ========






















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

                                      F - 7

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                     (Formerly a development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1997, AND 1996


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  subsidiary,  E.A.J. Holding  Corporation,  a Delaware
corporation  ("Holding").  Holding  includes  the  accounts of its  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, and E.A.J. Shoppingtown,Inc.,  a New
York corporation.  All significant  intercompany  accounts and transactions have
been eliminated.


                                      F - 8

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                     (Formerly a development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1997, AND 1996
                                   (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-lin  method over
the estimated economic useful lives of the related assets as follows:

          Office furniture                                   5-10 years
          Equipment                                          5-7 years
          Leasehold improvements                             20-39 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

     Organization  costs are  amortized  over a sixty month  period.  Intangible
assets are amortized over useful life of 15 years.

                                      F - 9

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                     (Formerly a development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1997, AND 1996
                                   (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.

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.

Reverse Stock Split

     Effective May 3, 1997 the Stockholders  approved a 50 to 1 reverse split of
the common stock and effective October 7, 1997 the Stockholders  approved a 4 to
1 reverse split. The financial  statements have been  retroactively  restated to
reflect  the  reverse  stock  split  as if it had  been  effective  prior to the
earliest date presented.




                                     F - 10

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                     (Formerly a development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1997, AND 1996
                                   (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

     In 1997,  the  Financial  Accounting  Standards  Board issued SFAS No. 128,
"Earnings per Share" (EPS). SFAS No. 128 replaced the calculation of primary and
fully diluted  earnings per share with basic and diluted earnings per share. The
application  of SFAS No. 128 had no effect of the earnings per share for 1996 as
previously reported.

     Diluted net income per common  share was  calculated  based on an increased
number of shares that would be outstanding  assuming that the 1,100,000 warrants
are converted to 1,100,000 common shares. The effect of outstanding common stock
equivalents are antidilutive for 1997 and 1996 and are thus not considered.

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

<TABLE>
<CAPTION>
                              For the Year Ended 1997             For the Year Ended 1996
                             ------------------------             -----------------------

                                                  Per Share                          Per Share
                            Income      Shares      Amount      Income     Shares      Amount

<S>                      <C>          <C>         <C>         <C>         <C>        <C>

Basic EPS
  Income available to
    common shareholders  $ (211,522)  11,729,107  $    (.02)  $ (18,700)  6,535,247  $   --
                         ==========   ==========  =========   =========   =========  ========

</TABLE>





                                     F - 11

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                     (Formerly a development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1997, AND 1996
                                   (Continued)


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

Reclassifications

     Certain  reclassifications  have been made in the 1996 financial statements
to conform with the 1997 presentation.

NOTE 2 - 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 $71,000 and $4,000 for the years ended December
31, 1997 and 1996  respectively,  are the result of net operating losses and the
gaming license rights reserve.

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

                                                            As at December 31,
                                                            1997         1996
                                                         --------     ---------
Future deductible temporary differences related to
 Reserves, accruals, and net operating losses            $ 387,000    $ 341,000
Valuation allowance                                       (387,000)    (341,000)
                                                         ---------     --------
Net Deferred Income Tax                                  $       -    $       -
                                                         =========    =========

     As of December 31, 1997, the Company had a net operating loss ("NOL") carry
forward for income tax reporting purposes of approximately  $1,141,000 available
to offset future taxable  income.  This net operating loss carry forward expires
at various  dates  between  December  31, 2003 and 2012.  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 $387,000 as of  December  31,  1997.  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:

                                     F - 12

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                     (Formerly a development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1997, AND 1996
                                   (Continued)


NOTE 2 - INCOME TAXES (Continued)
                                                          As at December 31,
                                                            1997      1996
                                                          -------    ------
Benefit at the federal statutory rate of 34%             $ 71,000   $ 4,000
Nondeductible expenses                                     (1,000)     --
Utilization of net operating loss carryforward            (70,000)   (4,000)
                                                         --------   -------
                                                         $      -   $     -
                                                         ========   =======

NOTE 3 - PURCHASE OF SUBSIDIARIES

     On February 14, 1997 the  shareholders of the Company approved an agreement
whereby  5,505,000 shares of the Company's common stock was exchanged for a 100%
interest  in  E.A.J.  Holding   Corporation,   Inc.   ("Holding"),   a  Delaware
corporation. Holding, which was organized on February 14, 1997, had total assets
with a historical  cost value of $150,037,  consisting of the Eat at Joe's trade
mark, business plan, graphics, illustrations/renderings,  corporate brochure and
website with a historical value of $149,837,  organization  costs of $200 and no
liabilities on the date of the exchange.

     During  March,  1997 Holding  acquired  100% of the issued and  outstanding
stock of E.A.J.: PHL, Airport Inc. ("PHL Airport"),  a Pennsylvania  corporation
organized  August  19,  1996 for  $25,000.  At the time of the  acquisition  PHL
Airport  had assets  with a  historical  cost value of  $37,500,  consisting  of
developmental costs and organizational costs and liabilities of $12,500.

     These transactions have been accounted for as a reorganization of ownership
interests  between  related  parties  as if it  were a  "Pooling  of  Interest."
Accordingly,  assets and liabilities are reflected at their  historical  values.
The accompanying  financial statements for 1997 are based on the assumption that
the companies were combined for the full year,  and the financial  statements of
1996 have been restated to give effect to the combination.

     Following  is a  reconciliation  of the amounts of net sales and net income
previously reported for 1996 with restated amounts:







                                     F - 13

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                     (Formerly a development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1997, AND 1996
                                   (Continued)


NOTE 3 - PURCHASE OF SUBSIDIARIES (continued)


                                                                Year Ended
                                                             December 31, 1996

Revenues:
  As previously reported ........................................  $  --
  Acquired companies ............................................     --
                                                                   -------
  As restated ...................................................  $  --
                                                                   =======

Net Loss:
  As previously reported ........................................  $13,288
  Acquired companies ............................................    5,412
                                                                   -------
  As restated ...................................................  $18,700
                                                                   =======


NOTE 4 - 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
      -----------------------            -------------      ---------
             1998                         $   298,320       $       -
             1999                             298,320               -
             2000                             298,320               -
             2001                             298,320               -
             2002                             298,320               -
                                         ------------       ---------
Total minimum future lease payments        $1,491,600       $       -
                                           ==========       =========

     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.




                                     F - 14

<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                     (Formerly a development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1997, AND 1996
                                   (Continued)

NOTE 5 - RELATED PARTY TRANSACTIONS

     The Company utilized office space that is shared with companies  controlled
by two officers of the Company.  During 1997 Cozco Management  received $546,574
as reimbursement for rent, telephone, equipment, travel, automotive salaries and
other shared expenses.  During 1997 the two officers and/or companies controlled
by the two  officers  paid  expenses and made  advances to the Company  totaling
$702,922.

NOTE 6 - PRIVATE PLACEMENT OF COMMON STOCK

     On  November  11, 1996 the Company  completed  a  Regulation  D section 504
private  placement whereby the Company issued 600,000 common shares for $60,000.
Each share  included  detachable  warrants to purchase one common share at $1.00
per share.

NOTE 7 - SELECTED FINANCIAL DATA (Unaudited)

     The  following  table  set  forth  certain  unaudited  quarterly  financial
information:

                                            1997 Quarters Ended
                                  -----------------------------------------
                                   Mar 31      Jun 30     Sep 30     Dec 31
                                  --------   ---------   --------   --------
Income statement data:
   Net sales                      $   --     $    --     $   --     $ 84,781
   Gross profit                       --          --         --       27,926
                                  --------   ---------   --------   --------
   Income (loss) from operations   (38,858)   (130,171)   (47,096)     8,907
Other income                             6       1,926      1,075     (7,311)
                                  --------   ---------   --------   --------

Income (loss) before tax           (38,852)   (128,245)   (46,021)     1,596

Income tax (provision) benefit        --          --         --         --
                                  --------   ---------   --------   --------

Net Income (Loss)                 $(38,852)  $(128,245)  $(46,021)  $  1,596
                                  ========   =========   ========   ========








                                     F - 15

<PAGE>


                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                     (Formerly a development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1997, AND 1996
                                   (Continued)


NOTE 7 - SELECTED FINANCIAL DATA (Unaudited) (continued)

                                             1996 Quarters Ended
                                  --------------------------------------------
                                   Mar 31      Jun 30      Sep 30      Dec 31
                                  --------   ----------  ----------  ---------
Income statement data:
   Net sales                      $   --     $     --    $     --    $    --
   Gross profit                       --           --          --         --
                                  --------   ----------  ----------  ---------
   Income (loss) from operations   (10,000)        --          --       (4,762)
Other income                          --           --          --       (3,938)
                                  --------   ----------  ----------  ---------

Income (loss) before tax           (10,000)        --          --       (8,700)

Income tax (provision) benefit        --           --          --         --
                                  --------   ----------  ----------  ---------

Net Income (Loss)                 $(10,000)  $     --    $     --    $  (8,700)
                                  ========   ==========  ==========  =========


                                     F - 16

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