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,  1996

                                      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)






     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:     14 
                              Exhibit Index Page:     12  

     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.       $    -0-   

     As of March 17, 1997, there were 12,228,805 shares of the Registrant's  
common stock, par value $0.0001, issued and outstanding and 1,600,000 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 $6,728,805 computed at the average bid and asked price as of
March 17, 1997.


                      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   















                            TABLE OF CONTENTS 

Item Number and Caption                                               Page 
PART I

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

Item 2.     Description of Property . . . . . . . . . . . . . . . . .  5 

Item 3.     Legal Proceedings . . . . . . . . . . . . . . . . . . . .  5 

Item 4.     Submission of Matters to a Vote of Security Holders . .  . 5 


PART II

Item 5.     Market for Common Equity and Related Stockholder Matters. . 6 

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

Item 7.      Financial Statements. . . . . . . . . . . . . . . . . . .  8 

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

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

Item 10.   Executive Compensation. . . . . . . . . . . . . . . . . . . . 11 

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

Item 12.   Certain Relationships and Related Transactions. . . . . . . .  12 
 
Item 13.   Exhibits and Reports on Form 8-K. . . . . . . . . . . . .. . . 12 




                                         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.

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 business
purpose is primarily to seek and acquire  or merge with all types of business 
ventures.  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. 

     Since March 1, 1990, the Company has not engaged in any business  
activities and the business purpose of the Company is to seek out and obtain an
acquisition or merger transaction whereby its stockholders would benefit by
owning an interest in a viable enterprise.  Since the Company has no operations
or significant assets, its principal potential for profits comes solely
from operations it would receive in any acquisition or merger transaction.  A  
merger or acquisition transaction with the Company would allow a privately held
company to become a publicly held corporation with a broad shareholder base
without experiencing the substantial time and filing requirements and 
financial expenditures imposed by federal and state securities laws.

     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 will 
acquire all the issued and  outstanding shares of "Hold", a Delaware corporation
making "Hold" a wholly owned subsidiary of the Company for 5,500,000 common 
shares of the Company.

                                                                                
                                                                              
                     ITEM 2   DESCRIPTION OF PROPERTY                        
                                                                                
                                                                                
     The Company at this time has no properties.

     Since 1992 all 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.

                                                                                
                                                                              
                            ITEM 3   LEGAL PROCEEDINGS
                                                         
                                                                                
NONE

                                                                                
                                                                              
                            ITEM 4   SUBMISSION OF MATTERS TO A 
                               VOTE OF SECURITY  HOLDERS                  

                                                                                
                                                                                
NONE

                                   PART  II

                                                                                
                                                                              
                        ITEM 5   MARKET FOR COMMON EQUITY AND 
                            RELATED STOCKHOLDER MATTERS                        
                                                                                
                                                                              

     The stock is traded over-the-counter on the Electronic Bulletin Board  
with the trading symbol "JOES".  To the best knowledge of management, there was 
no trading of shares during the past two years.

     The number of shareholders of record of the Company's common stock as of  
March 17, 1997 was 377.

     The Company has not paid any cash dividends to date and does not  
anticipate paying dividends in the foreseeable future.  It is the present 
intention of management to utilize all available funds for the development of 
the Company's business. 
                                                                                
                                                                              
                   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.

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 the Company continued to be a development stage company and
has not begun principal operations.

Liquidity and Capital Resources -  The Company intends to seek an acquisition  
of a larger and potentially more profitable business.  The Company intends to 
focus on opportunities to acquire new products or technologies in development as
well as those currently being operated, including a complete operating
business that has demonstrated long-term growth potential, strong
marketing presence, and the basis for continuing profitability.  The Company  
has not identified any specific target or possible acquisition.  As the 
Company pursues its acquisition program, it will incur costs for ongoing
general and administrative expenses as well as for identifying,
investigating, and negotiating a possible acquisition. 

     In order to complete any acquisition or expansion, the Company may be  
required to supplement its available cash and other liquid assets with proceeds
from borrowing, the sale of additional securities or other sources.  There can 
be no assurance that any such required additional funding will be available or,
if available, that it can be obtained  on terms 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  
executive officer and director of the Company:

Director's   Name            Age      Office                    Term Expires 
                                                                                
Joseph Fiore                  36      Chief Executive officer/      Next  
                                      Chairman of the Board of     Annual
                                      Directors/Secretary          Meeting 

James Mylock, Jr.             30      Director                      Next
                                                                   Annual
                                                                   Meeting 

Andrew Cosenza, Jr.           28      President/Treasurer/           Next
                                      Chief Operating Officer/      Annual
                                      Director                      Meeting 

     Joseph Fiore has served as C.E.O./Chairman of the board of directors/
Secretary 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 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.

                                                                                
                                                                              
                 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 12,228,805 shares of issued and outstanding Common Stock of the Company
as of March 17, 1997 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              24% 

   James Mylock, Jr.       Common Stock       None                 -0- 

   Andrew Cosenza, Jr.     Common Stock     2,700,000               22% 

All Executive Officers     Common Stock     5,649,934               46%  
and Directors as a Group  
  (3 persons)

                                                                                
                                                                              
            ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS           
                                                        
                                                                                
                                                                              
NONE.

                                                                                
                                                                              
                  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  

Balance Sheets as of December 31, 1996, and 1995                       F-2   
Statements of Operations for the years ended
December 31, 1996, and 1995                                            F-3  

Statement of Stockholders' Equity for the years ended
December 31, 1996, and 1995                                            F-4  

Statements of Cash Flows for the years ended
December 31, 1996, and 1995                                            F-5  

Notes to Financial Statements                                          F-7 

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.




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 Utah Corporation now known as
                 Eat At Joe's, LTD. (1)  
3.02             Bylaws (1)    
                                  
10.23            Consent of Accountants

     (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.























                                                                                
                                                                              
                                                                  
                                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 JOE'S LTD.


Dated: March 31, 1997                    By   /S/     Joseph Fiore 
                                         Joseph Fiore, 
                                         C.E.O./Chairmam/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 31st day of March 1997.

Signatures                                Title

/S/     Joseph Fiore                                                       
Joseph Fiore                               C.E.O./Chairman/Secretary/Diretor
                                           (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
                                                                                
    
 













         REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 



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

     
We have audited the accompanying balance sheets of Eat At Joe's Ltd.. (a  
Delaware corporation and a development stage enterprise) as of December 31, 
1996, and 1995 and the related 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 financial statements referred to above present fairly, in  
all material respects, the financial position of Eat At Joe's Ltd.
(a development stage enterprise) as  of December 31, 1996, and 1995, 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 17, 1997

                        EAT AT JOE'S LTD.
                 (a development stage enterprise)  
                          BALANCE SHEETS
                    DECEMBER 31, 1996 AND 1995




                                                                                
                                                1996             1995     
ASSETS
Current Assets:
 Cash and Cash Equivalents                  $    34,972      $          -
 Prepaid Expense                                  3,975                 -
 Deposits                                        25,000                 -

     Total Current Assets                        63,947                 -
                                                                                
 
LIABILITIES
Current Liabilities:
 Accounts Payable                                 7,235                  -

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.
    6,328,428 and 313,973, issued and 
    outstanding, respectively.                      633                  31
  Additional paid-in capital                    452,243             382,845
  Contributed capital                           672,659             672,659
  Deficit accumulated during the
    development stage                        (1,068,823)         (1,055,535)

     Total Stockholders' Equity                  56,712                   -

     TOTAL LIABILITIES AND
       STOCKHOLDERS' EQUITY                 $    63,947        $          -







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


                      EAT AT JOE'S LTD.
                (a development stage enterprise)
                     STATEMENTS OF OPERATIONS
             YEARS ENDED DECEMBER 31, 1996, AND 1995

                                                                                
                                                            Cumulative
                                                               During
                                                            Development
                                    1996          1995          Stage         
Revenues                          $      -      $      -    $         -
                                            
Expenses
  General and administrative         9,350              -          9,350
  Amortization of
    organization cost                    -              -          6,244
Net loss from continuing operations (9,350)             -        (15,594) 
Other Income (Expense)
  Interest income                        -              -         16,851
  Interest expense                  (3,938)             -         (3,938)

Net loss before discontinued
 operations and income taxes       (13,288)             -         (2,681)

Discontinued Operations
  Loss from mining operations            -              -       (497,812)
  Loss from foreclosure on 
    and abandonment of assets
    and related liabilities              -              -       (568,330)

     Total Effect of 
       Discontinued
       Operations                        -              -      (1,066,142)

Net loss before income taxes       (13,288)             -      (1,068,823)

Income Tax Expense (benefit)             -              -                -

Net Loss                          $(13,288)       $     -      $(1,068,823)

Net loss per weighted-average
  share of common stock 
  outstanding                         (.01)             -           
Weighted-average number of
  shares of common stock
  outstanding                     1,030,247        313,973
                              
The accompanying notes are an integral part of these financial 
statements.

<PAGE>                             EAT AT JOE'S LTD.
                            (a development stage company) 
                      STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                         YEARS ENDED DECEMBER 31, 1996, AND 1995 

                                                                                
                                                                                
                                                      Deficit
                                                     Accumulated
                              Additional             During the
                Common  Stock  Paid-in  Contributed  Development
                Shares  Amount Capital    Capital       Stage         Total   

Balances at
December 31,
1994            313,973     31   382,845    672,659 (1,055,535)           -

Net loss 
for the year          -      -         -          -           -           -
        
Balances at
December 31,
1995            313,973     31    382,845    672,659 (1,055,535)          -

May 1996,
shares issued
to Company 
for cash         14,455      2      9,998          -          -       10,000

November 1996,
shares issued
in Reg D-504
offering      6,000,000    600     59,400          -           -       60,000

Net loss 
for the year          -      -          -          -     (13,288)     (13,288)
        
Balances at
December 31,
1996          6,328,428  $ 633  $ 452,243  $ 672,659  $(1,068,823)  $  56,712


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

                        EAT AT JOE'S LTD.
                  (a development stage company) 

                     STATEMENTS OF CASH FLOWS
             YEARS ENDED DECEMBER 31, 1996, AND 1995

                                                                                
                                                            
                                                                 Cumulative
                                                                    During
                                                                 Development
                                      1996             1995         Stage

Cash Flows From Operating 
  Activities
   Net loss for the period       $   (13,288)      $       -     $(1,068,823)
   Adjustments to reconcile
    net loss to net cash
    provided by operating
    activities
    Loss from foreclosure and
     abandonment of assets
     and related liabilities               -                -        568,330
    Depreciation                           -                -        111,181
    Payment of organization
     costs                                 -                -         (6,244)
    Amortization of 
     organization costs                    -                -          6,244
    Increase in prepaid expense       (3,975)               -         (3,975)
    Increase in deposits             (25,000)               -        (25,000)
    Increase in accounts payable       7,235                -          7,235
    Decrease in accrued
     interest payable                      -                -          8,707
    Contributed capital for
     operating costs                       -                -            350

Net Cash Used in Operating 
  Activities                         (35,028)               -       (401,995)

Cash Flows From Investing 
  Activities
   Principal collected on
    notes receivable                       -                 -       199,727
   Purchase of property and 
    equipment                              -                 -       (65,661)
   Proceeds from sale of
    property and equipment                 -                 -        18,369

Net Cash Provided by Investing 
  Activities                               -                 -       152,435


                        EAT AT JOE'S LTD.
                  (a development stage company) 

                     STATEMENTS OF CASH FLOWS
             YEARS ENDED DECEMBER 31, 1996, AND 1995

                                                                                
                                                            
                                                                 Cumulative
                                                                   During
                                                                 Development
                                      1996             1995         Stage
Cash Flows From Financing
  Activities
    Issuance of common stock      $   70,000      $           -  $   326,676
    Payments on long-term debt             -                  -      (36,307)
    Advances to (from) majority
     stockholder                           -                  -       (5,837) 
Net Cash Provided by Financing 
  Activities                          70,000                  -      284,532 
Increase in Cash                      34,972                  -       34,972 
Cash at beginning of period                -                  -            -

Cash at end of period             $   34,972      $           -  $    34,972 
Supplemental Disclosure of
  Interest and Income Taxes
  Paid
    Interest paid for the 
      period                     $     3,938      $           -  $    27,485
    Income taxes paid for the 
      period                     $         -      $           -  $         -

Supplemental Disclosure of
  Non-cash Investing and
  Financing Activities
    Contribution of assets and
      assumption of liabilities,
      net, from majority
      stockholder            $             -      $            -  $   672,659
    Mining equipment acquired
      with issuance of common
      stock                  $             -      $            -  $   251,200 



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


                        EAT AT JOE'S LTD.
                  (a development stage company) 

                  NOTES TO FINANCIAL STATEMENTS
             YEARS ENDED DECEMBER 31, 1996, AND 1995

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   

     This summary of accounting policies for Eat At Joe's, Ltd. 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.

      Since December 31, 1992, the Company has had no operations, 
assets  or liabilities.  The current business purpose of the Company is to
seek out and obtain a merger,  acquisition or outright sale transaction
whereby the Company's stockholders will benefit.  Subsequent  to December 31,
1996 the Company and E. A. J. Holding Corp. Inc. entered into an agreement of  
acquisition (see subsequent events footnote).

            The Company is considered in the development stage and has not  
commenced planned principal operations.

Nature of Business 
 
     The Company intends to acquire interests in various business  
opportunities, which in the opinion of management will provide a profit to the 
Company.

                          EAT AT JOE'S LTD.
                  (a development stage company) 

                  NOTES TO FINANCIAL STATEMENTS
             YEARS ENDED DECEMBER 31, 1996, AND 1995
                           (Continued)

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

Reverse Stock Split

     Effective May 3, 1996 the Stockholders approved a 50 to 1 reverse split  
of the common stock and effective October 7, 1996 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.

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. 

Organization costs

     Organization costs were amortized using the straight-line basis. 

Loss per share

     Loss per share is computed by dividing the net loss by the  
weighted-average number of common shares outstanding during the year.
Fully diluted earnings per share amounts are not presented because they
are anti-dilutive.

Reclassifications

     Certain reclassifications have been made in the 1995 financial 
statements  to conform with the 1996 presentation.

NOTE 2 - INCOME TAXES

     As of December 31, 1996, the Company had a net operating loss  
carryforward for income tax reporting purposes of approximately $1,005,000.  
Current tax laws limit the amount of loss available to be offset against 
future taxable income when a substantial change  in ownership occurs. 
Therefore, the amount available to offset future taxable income may be  
limited.

                        EAT AT JOE'S LTD.
                  (a development stage company) 

                  NOTES TO FINANCIAL STATEMENTS
             YEARS ENDED DECEMBER 31, 1996, AND 1995
                           (Continued)

NOTE 3 - DEVELOPMENT STAGE 

     The Company has not begun principal operations and as is common with a  
development stage company, the Company has had recurring losses during its 
development stage.  

NOTE 4 - COMMITMENTS

     As of December 31, 1996 all activities of the Company have been 
conducted  by corporate officers from either their homes 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.

NOTE 4 - SUBSEQUENT EVENTS

     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 will
acquire all the issued and outstanding shares  of "Hold", a Delaware 
corporation making "Hold" a wholly owned subsidiary of the Company  
for 5,500,000 common shares of the Company.