UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)
              [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2000
                                                 ---------------

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

                        For the transition period from to

                         COMMISSION FILE NUMBER 33-20111
                                                --------

                                EAT AT JOE'S LTD.
        (Exact name of small business issuer as specified in its charter)


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

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

                                 (914) 725-2700

                            Issuer's telephone number
                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as OF THE LATEST PRACTICAL DATE: JUNE 30, 2000 43,578,303
                                                   ----------------------------

         Transitional Small Business Disclosure Format (check one).
YES      ;  NO   X
    ----       ---



<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                         INDEPENDENT ACCOUNTANT'S REPORT



Eat at Joe's, Ltd.


         We have reviewed the accompanying  balance sheets of Eat at Joe's, Ltd.
as of June 30,  2000 and  December  31,  1999,  and the  related  statements  of
operations for the three and six month periods ended June 30, 2000 and 1999, and
cash  flows for the six  month  periods  ended  June 30,  2000 and  1999.  These
financial statements are the responsibility of the Company's management.

         We conducted our review in accordance with standards established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.

         Based on our  review,  we are not aware of any  material  modifications
that should be made to the accompanying  financial  statements for them to be in
conformity with generally accepted accounting principles.

                                                  Respectfully submitted


                                                  /s/ Robison, Hill & Co.
                                                  Certified Public Accountants

Salt Lake City, Utah
August 8, 2000


<PAGE>

                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS




                                                       June 30,     December 31,
                                                         2000           1999
                                                     -----------    -----------
ASSETS
Current Assets:

Cash and cash equivalents ........................   $    32,912    $      --
Receivables ......................................         2,032         10,439
Inventory ........................................        30,246         46,050
Prepaid expense ..................................        79,320         76,442
Deposits .........................................         1,710          1,710
                                                     -----------    -----------

     Total Current Assets ........................       146,220        134,641
                                                     -----------    -----------

Property and equipment:
Equipment ........................................       879,481        879,441
Furniture & Fixtures .............................        47,239         47,239
Leasehold improvements ...........................     2,212,291      2,212,291
                                                     -----------    -----------
                                                       3,139,011      3,138,971
Less accumulated depreciation ....................      (740,979)      (547,669)
                                                     -----------    -----------

                                                       2,398,032      2,591,302
                                                     -----------    -----------

Other Assets:
Investments ......................................       100,000        100,000
Intangible and other assets net of amortization
  of $37,376 and $28,884, respectively ...........       117,461        125,954
                                                     -----------    -----------

     Total Assets ................................   $ 2,761,713    $ 2,951,897
                                                     ===========    ===========









<PAGE>

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


<TABLE>
<CAPTION>


                                                             June 30,     December 31,
                                                              2000            1999
                                                          ------------    ------------
LIABILITIES
Current Liabilities:
<S>                                                       <C>             <C>
Accounts payable and accrued liabilities ..............   $    667,938    $    735,775
Short-term notes payable ..............................        370,207         342,926
Shareholders loans ....................................        995,890         724,760
                                                          ------------    ------------

     TOTAL CURRENT LIABILITIES ........................      2,034,035       1,803,461
                                                          ------------    ------------

Convertible Debentures, Net of Issue Costs ............      1,316,380       1,383,290
                                                          ------------    ------------

     Total Liabilities ................................      3,350,415       3,186,751
                                                          ------------    ------------

STOCKHOLDERS EQUITY
Preferred stock - $0.0001 par value.  10,000,000 shares
   authorized; -0- and 2 shares issued and outstanding            --              --
Common Stock - $0.0001 par value.  50,000,000 shares
   Authorized.43,578,303 and 41,874,680 issued and
   Outstanding, respectively ..........................          4,358           4,187
Additional paid-in capital ............................      9,773,056       9,619,060
Retained deficit ......................................    (10,366,116)     (9,858,101)
                                                          ------------    ------------

     Total Stockholders' Equity .......................       (588,702)       (234,854)
                                                          ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............   $  2,761,713    $  2,951,897
                                                          ============    ============

</TABLE>







                 See accompanying notes and accountants' report.


<PAGE>

                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>


                                           For the three months ended      For the six months ended
                                                    June 30,                        June 30,
                                          ----------------------------    ----------------------------
                                              2000            1999            2000            1999
                                          ------------    ------------    ------------    ------------

<S>                                       <C>             <C>             <C>             <C>
Revenues ..............................   $    464,063    $  1,091,321    $    996,177    $  1,938,316
Cost of Revenues ......................        168,368         429,840         364,221         687,920
                                          ------------    ------------    ------------    ------------
Gross Margin ..........................        295,695         661,481         631,956       1,250,396

Expenses

   Labor and Related Expenses .........        153,377         595,331         391,635         969,738
   Rent ...............................         36,632          80,613          98,342         128,861
   Other General and Administrative ...        152,410         267,278         382,026         393,422
                                          ------------    ------------    ------------    ------------
Income (Loss) Before Depreciation and .        (46,724)       (281,741)       (240,047)       (241,625)
Amortization
   Depreciation and Amortization ......        100,889         175,887         201,802         330,193
                                          ------------    ------------    ------------    ------------

Net Loss from Continuing Operations ...       (147,613)       (457,628)       (441,849)       (571,818)
                                          ------------    ------------    ------------    ------------

Other Income (Expense)
   Interest, Net ......................        (32,663)        (46,543)        (65,216)       (100,687)
                                          ------------    ------------    ------------    ------------

Net Loss Before Income Taxes ..........       (180,276)       (504,171)       (507,065)       (672,505)
Income Tax Expense (Benefit) ..........            475             475             950             950
                                          ------------    ------------    ------------    ------------

Net Loss To Common Stockholders .......   $   (180,751)   $   (504,646)   $   (508,015)   $   (673,455)
                                          ============    ============    ============    ============

BASIC AND DILUTED LOSS PER COMMON SHARE   $       0.00    $      (0.02)   $      (0.01)   $      (0.03)
                                          ============    ============    ============    ============

WEIGHTED AVERAGE COMMON SHARES ........     43,578,303      22,454,904      43,152,397      20,462,466
                                          ============    ============    ============    ============

</TABLE>



                 See accompanying notes and accountants' report.


<PAGE>
                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                             For the six months ended
                                                                     June 30,
                                                            --------------------------
                                                                2000           1999
                                                            -----------    -----------
Cash Flows From Operating Activities

<S>                                                         <C>            <C>
   Net loss for the period ..............................   $  (508,015)   $  (673,455)
Adjustments to reconcile net loss to net cash
   Provided by operating activities
     Depreciation and Amortization ......................       201,802        330,193
     Stock issued for services and expenses .............        29,167         87,755
     Decrease (Increase) in Receivables .................         8,407         (8,616)
     Decrease (Increase) in inventory ...................        15,805       (273,345)
     Decrease (Increase) in other assets ................          --         (480,516)
     Decrease (Increase) in prepaid expense .............        (2,878)       (71,730)
     Increase in accounts payable and accrued liabilities       (13,839)        19,221
                                                            -----------    -----------
Net Cash Provided by (Used in) Operating Activities .....      (269,551)    (1,070,493)
                                                            -----------    -----------

Cash Flows From Investing Activities

   Purchase of property and equipment ...................          --         (656,103)
                                                            -----------    -----------
Net Cash Provided by Investing Activities ...............          --         (656,103)
                                                            -----------    -----------

Cash Flows From Financing Activities

   Advances from majority stockholders ..................       271,250           --
   Proceeds from short-term notes payable ...............        31,213      1,697,663
                                                            -----------    -----------

Net Cash Provided by Financing Activities ...............       302,463      1,697,663
                                                            -----------    -----------

Increase (Decrease) in Cash .............................        32,912        (28,933)
Cash at beginning of period .............................          --          133,957
                                                            -----------    -----------

Cash at End of Period ...................................   $    32,912    $   105,024
                                                            ===========    ===========


Supplemental Disclosure of Interest and Income Taxes Paid

   Interest paid during the period ......................   $      --      $      --
   Income taxes paid during the period ..................   $       700    $       150

Supplemental Disclosure of Non-cash Investing
 and Financing Activities:
    Common Stock Issued For:
        Property and Equipment ..........................   $      --      $   122,500
        Debt converted to equity ........................   $      --      $ 1,500,000
</TABLE>

                 See accompanying notes and accountants' report.

<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

         The unaudited financial  statements as of June 30, 2000 and for the six
months then ended reflect, in the opinion of management,  all adjustments (which
include  only  normal  recurring  adjustments)  necessary  to  fairly  state the
financial  position and results of operations  for the three  months.  Operating
results for interim periods are not necessarily  indicative of the results which
can be expected for full years.

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


<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

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

NATURE OF BUSINESS

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

INVENTORIES

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

INCOME TAXES

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

DEPRECIATION

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

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

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


<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

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

AMORTIZATION

         Intangible assets are amortized over useful life of 10 years.

         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.

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.


<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

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

EARNINGS (LOSS) PER SHARE

         Diluted  net  income  per  common  share  was  calculated  based  on an
increased number of shares that would be outstanding  assuming that the warrants
are  converted  to  common  shares.  The  effect  of  outstanding  common  stock
equivalents are anti-dilutive for 2000 and 1999 and are thus not considered.

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

                                                                   Per-Share
                                       INCOME        SHARES         AMOUNT
                                       ------        ------         ------
                                     (Numerator)  (Denominator)

                                     FOR THE THREE MONTHS ENDED JUNE 30, 2000
                                      ----------------------------------------
Basic Loss per Share
Loss to common shareholders        $    (180,751)     43,578,303  $        0.00
                                   =============  ==============  =============

                                       FOR THE SIX MONTHS ENDED JUNE 30, 2000
                                       --------------------------------------
Basic Loss per Share
Loss to common shareholders        $    (508,015)     43,152,397  $       (0.01)
                                   =============  ==============  =============

                                     FOR THE THREE MONTHS ENDED JUNE 30, 1999
                                     ----------------------------------------
Basic Loss per Share
Loss to common shareholders        $    (504,646)     22,454,904  $       (0.02)
                                   =============  ==============  =============

                                       FOR THE SIX MONTHS ENDED JUNE 30, 1999
                                       --------------------------------------
Basic Loss per Share
Loss to common shareholders        $    (673,455)     20,462,466  $       (0.03)
                                   =============  ==============  =============

         The effect of outstanding  common stock  equivalents are  anti-dilutive
for June 30, 2000 and 1999 and are thus not considered.

RECLASSIFICATIONS

         Certain   reclassifications  have  been  made  in  the  1999  financial
statements to conform with the 2000 presentation.

<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 2 - SHORT-TERM NOTES PAYABLE

         Short-Term Notes Payable consist of loans from unrelated entities as of
June 30, 2000 and  December  31,  1999.  The notes are payable one year from the
date of issuance together with interest at 6.50% A.P.R.

NOTE 3 - INCOME TAXES

         As of June 30, 2000, the Company had a net operating loss ("NOL") carry
forward for income tax reporting purposes of approximately  $8,320,000 available
to offset future taxable  income.  This net operating loss carry forward expires
at various  dates  between  December  31, 2003 and 2013.  A loss  generated in a
particular  year will expire for federal tax purposes if not utilized  within 15
years.  Additionally,  the Internal Revenue Code contains provisions which could
reduce  or limit the  availability  and  utilization  of these  NOLs if  certain
ownership  changes have taken place or will take place.  In accordance with SFAS
No. 109, a valuation  allowance is provided when it is more likely than not that
all or some portion of the  deferred tax asset will not be realized.  Due to the
uncertainty  with respect to the ultimate  realization  of the NOLs, the Company
established a valuation  allowance for the entire net deferred  income tax asset
of  $2,829,000  as of June 30,  2000.  Also  consistent  with SFAS No.  109,  an
allocation  of the  income  (provision)  benefit  has been made to the loss from
continuing operations.

NOTE 4 - PURCHASE OF SUBSIDIARIES

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

         In March of 1999,  1337855  Ontario,  Inc.  ("Ontario"),  wholly  owned
subsidiary  of the Company  entered into a purchase  agreement  with Koo Koo Roo
Canada  Limited  (Koo Koo Roo) to acquire  certain  assets  and  assume  certain
liabilities of that company.  Koo Koo Roo is a  California-based  casual dining,
quick service restaurant chain featuring skinless flame broiled chicken, roasted
hand-carved turkey and made-to-order tossed salads and specialty sandwiches.  In
consideration for its payment of approximately $375,000,  Ontario acquired (1) a
20 year  exclusive  license  agreement  in Canada with a 20 year renewal term to
operate  Koo Koo Roo  restaurants;  (2)  re-negotiated  the  leases to operate 3
existing Koo Koo Roo locations in Toronto,  and (3) satisfied  outstanding  debt
obligations due the second lender to Koo Koo Roo.


<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 5 - RENT AND LEASE EXPENSE

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

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

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

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

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

NOTE 6 - RELATED PARTY TRANSACTIONS

         During the six months  ended June 30, 2000 and the  years1999  and 1998
the two officers and/or  companies  controlled by the two officers paid expenses
and made advances to the Company.  As of June 30, 2000, $995,892 in advances was
due to officers and directors of the Company.

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

         Holders of Convertible  Preferred Stock received  17,357,061  shares of
the  Company's  Common stock during the three months ended June 30, 2000 and the
year  1999 in  conversion  of 46  shares  of Series A, 33 shares of Series B, 14
shares of Series C and 20 Shares of Series D Convertible Preferred Stock.

         During the six months ended June 30, 2000 and the year 1999, holders of
Convertible  debentures  received 1,200,320 shares of Common Stock on conversion
of debentures.

<PAGE>
                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


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

(CONTINUED)

         The following table sets forth the options and warrants  outstanding as
of June 30, 2000 and December 31, 1999.

                                                       June 30,     December 31,
                                                         2000          1999
                                                     ------------  ------------

Options & warrants outstanding, beginning of year       1,247,750     1,247,750

         Granted                                                -             -
         Expired                                                -             -
         Exercised                                              -             -
                                                     ------------  ------------

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

Exercise price for options & warrants outstanding,
end of period                                      $0.50 to $1.79 $0.50 to $1.79
                                                     ============  ============

NOTE 8 - RESTAURANT CLOSURES

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

NOTE 9 - SUBSEQUENT EVENTS

         On July 1,  2000,  the  Company  opened a new  restaurant  in  Toronto,
Ontario.  The restaurant is called  "Mediterraneo"  and offers primarily Italian
Cuisine


<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

GENERAL  - This  discussion  should  be read in  conjunction  with  Management's
Discussion and Analysis of Financial  Condition and Results of Operations in the
Company's annual report on Form 10-KSB for the year ended December 31, 1999.

RESULTS OF  OPERATIONS - From March 1, 1990 to December 12, 1995 the Company was
an inactive corporation. From December 12, 1995 to November 1997 the Company was
a  development  stage  company and had not begun  principal  operations.  During
November and December,  1997 two restaurants  were opened and began  operations.
Two restaurants were opened,  during May 1998, and three restaurants were opened
during  third  quarter  1998 (1 per month) and one  restaurant  was opened began
operations  during  October  1998.  During march 1999 the Company  purchased and
began  operating three  restaurants in Ontario  Canada.  During second and third
quarter of 1999, four U.S.  restaurants and two Canadian restaurants were closed
and substantially all assets and leasehold improvements abandoned.

         After its review of over one year of operating  revenues  from the four
U.S.  units,  management  decided to cease  operations and cut any negative cash
drain from these units. Also, in contemplating  acquisitions,  there would be an
overlap of use clauses in every  center  where these  units were  located.  When
management carefully reviewed the two Canada locations,  although  high-profile,
the economic costs of occupancy made continuing  operations  unfeasible  without
expending  additional  capital of which  management  felt would be utilized more
prudently within existing already cash-flow positive units.  Management believes
these closings will  strengthen cash flows position after the initial close down
costs.

         During the six months  ended June 30,  2000 the company  operated  five
restaurants.  During the six months  ended June 30,  1999 the  Company  operated
eight restaurants.

Total  Revenues - For the three months ended June 30, 2000 and 1999, the Company
had total sales of approximately $464,000 and $1,091,000  respectively.  For the
six  months  ended  June 30,  2000 and 1999,  the  Company  had  total  sales of
approximately $996,000 and $1,938,000 respectively.

Costs and  Expenses - For the three  months  ended June 30,  2000 and 1999,  the
Company had a net loss from  operations of  approximately  $148,000 and $458,000
respectively. For the six months ended June 30, 2000 and 1999, the Company had a
net loss from operations of  approximately  $442,000 and $572,000  respectively.
The net loss for 2000 reflects  certain fixed costs spread across fewer revenues
due to restaurant closures. The Company expects to be able to reduce these costs
and/or  increase  the amount of  revenues  to cover  costs and  expenses  in the
future.

Other Income (Expense),  Net - For the three months ended June 30, 2000 and 1999
the Company reported net other expenses in the amount of  approximately  $33,000
and  $47,000  . For the six  months  ended  June 30,  2000 and 1999 the  Company
reported net other expenses in the amount of approximately  $65,000 and $101,000
 . These expenses primarily represent accrued interest on short term notes.


<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

         For the six  months  ended June 30,  2000 and 1999,  the  Company  used
approximately $270,000 and $1,070,000 in cash flow from operating activities.

         During the six months  ended June 30,  2000 and 1999 the  company  paid
approximately $0 and $656,000 for property and equipment.

         During the six months ended June 30, 2000 and 1999 the Company borrowed
approximately  $302,000 and $1,698,000,  respectively from shareholder  advances
and short-term notes. The $1,698,000 from was converted into Common Stock of the
Company during 1999.

         The Company  expects future  development and expansion will be financed
through cash flow from  operations and other forms of financing such as the sale
of  additional  equity and debt  securities,  capital  leases  and other  credit
facilities.  There are no assurances  that such  financing  will be available on
terms acceptable or favorable to the Company.

GOVERNMENT REGULATIONS - The Company is subject to all pertinent Federal, State,
and Local laws governing its business. Each Eat at Joe's is subject to licensing
and regulation by a number of authorities  in its State or  municipality.  These
may include health,  safety, and fire regulations.  The Company's operations are
also subject to Federal and State  minimum wage laws  governing  such matters as
working conditions, overtime and tip credits.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Various Rouse Corporation  Entities  ("Rouse") have brought  litigation  against
various Eat At Joe's Entities ("Company").

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

         In response to the Complaint of the Plaintiffs, the Defendants asserted
various defenses and Counterclaims against the Plaintiffs and certain additional
Rouse-related  Third-Party Defendants based upon fraud, consumer fraud, tortuous
interference with prospective  economic advantage,  negligent  misrepresentation
and breach of the duty of good faith and fair dealing. Eat At Joe's


<PAGE>

Moorestown, Inc. joined in the case as a Third-Party Plaintiff to assert similar
claims against certain of the  Rouse-related  entities.  It is very difficult to
predict  the  outcome of this case.  Plaintiffs'  claims  totaled  approximately
$830,000.00  as of the  date  of the  filing  of  the  Complaint.  Additionally,
Plaintiffs are seeking  judgment for  additional  rent which comes due under the
leases  between  the time of the  filing of the  Complaint  and the entry of the
judgment  together  with  their  costs  and  attorney's  fees.  The Eat At Joe's
Defendants and  Third-Party  Plaintiffs  seek damages in the form of recovery of
Eat At Joe's  improvements  to the  various  leaseholds  totaling  in  excess of
$4,000,000.00.

         Effective  as of June 22,  2000,  the Company and Rouse  entered into a
Comprehensive  Settlement Agreement and Mutual Release ("Agreement"),  resolving
any and all pending  litigation and outstanding  claims between them,  including
the  satisfaction  of any judgements  which were entered  against the Company by
Rouse. Pursuant to the Agreement,  the specific terms of the Agreement are to be
kept  confidential,  however,  in the opinion of the Company's  management,  the
terms are favorable to all concerned  and the monetary  consideration  exchanged
does not have a material impact on the operations of the parties. Stipulation of
Dismissal have been filed with the courts in all litigation  matters  pending as
of June 22, 2000.  Satisfactions  of  Judgement  have been filed in all cased in
which Rouse obtained  judgements  against the Company.  The Agreement  serves to
release any and all claims  between  and among the parties  which were raised or
could have been raised in any of the court cases,  including  any and all claims
that may have existed  with  respect to leases  between and among the parties in
the states of  Pennsylvania,  New Jersey and Maryland  (the only states in which
the Company dealt with Rouse) but not yet asserted;  and all  relationships  and
remaining leases  (Moorestown  Mall,  Moorestown,  New Jersey) between and among
Rouse and the Company were  terminated.  Accordingly,  at this time, the parties
have no outstanding rights, claims, obligations or liabilities as to each other.

ITEM 2.  CHANGES IN SECURITIES

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         The Company did not file a report on Form 8-K during 2nd quarter 2000.


<PAGE>
                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                 EAT AT JOE'S LTD.
                                                ------------------
                                                   (Registrant)





DATE:     AUGUST 10, 2000                     BY:    /S/ JOSEPH FIORE
       -----------------------                    -------------------
                                                     Joseph Fiore
                                         C.E.O., Chairman, Secretary, Director

DATE:     AUGUST 10, 2000                     BY:    /S/ GARY USLING
       -----------------------                    ------------------
                                                     Gary Usling
                                                     C.F.O., Director