[As adopted in Release No. 34-32231, April 28, 1993, 58 F.R. 26509]

                     U.S. 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:       March 31, 1999        
                                            -----------------------------

       [  ]   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

     (Former name,  former address and former fiscal year, if changed since last
report.)

     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



<PAGE>

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes No


                      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: March 31, 1999 17,946,689

     Transitional Small Business Disclosure Format (check one). Yes ; No X



<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

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


                                                  (Unaudited)
                                                    March 31,       December 31,
                                                      1999              1998
                                                  -----------       -----------
ASSETS:
Current Assets:
 Cash and Cash Equivalents .................      $   189,280       $   133,957
 Receivables ...............................           32,185            25,861
 Inventory .................................          439,216           184,115
 Other .....................................           15,400            21,310
 Prepaid Expense ...........................           16,029             8,333
                                                  -----------       -----------

    Total Current Assets ...................          692,110           373,576
                                                  -----------       -----------

Property and Equipment:
 Equipment .................................        1,637,023         1,632,055
 Office Furniture ..........................           76,255            76,255
 Leasehold Improvements ....................        4,877,185         4,767,308
                                                  -----------       -----------
                                                    6,590,463         6,475,618
 Less Accumulated Depreciation .............         (453,876)         (303,316)
                                                  -----------       -----------

                                                    6,136,587         6,172,302
                                                  -----------       -----------
Other Assets:
 Investments ...............................          402,534              --
 Intangible and Other Assets, Net ..........          396,847           182,483
                                                  -----------       -----------

    Total Assets ...........................      $ 7,628,078       $ 6,728,361
                                                  ===========       ===========





<PAGE>


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


                                                     (Unaudited)
                                                       March 31,    December 31,
                                                         1999          1998
                                                     -----------    -----------
LIABILITIES:
Current Liabilities:
 Accounts Payable and Accrued Liabilities ........       652,158    $   488,632
 Short-Term Notes Payable ........................     1,530,000        635,000
 Shareholder Loans ...............................       452,455        452,455
                                                     -----------    -----------

    Total Current Liabilities ....................     2,634,613      1,576,087
                                                     -----------    -----------

Convertible Debenture, net of issue costs ........     1,343,449      1,343,449
                                                     -----------    -----------

    Total Liabilities ............................     3,978,062      2,919,536
                                                     -----------    -----------

Stockholders' Equity:
 Preferred Stock - $.0001 par value,
   10,000,000 shares authorized; 85
   and 113 shares issued and outstanding
   March 31, 1999 and December 31, 1998,
   respectively ..................................          --             --
 Common Stock - $.0001 par value,
   50,000,000 shares authorized,
   17,976,689 and 16,440,755 issued
   and outstanding March 31, 1999 and
   December 31, 1998, respectively ...............         1,795          1,644
 Common Stock to be Issued .......................           121            131
 Additional Paid-In Capital ......................     7,223,259      7,213,400
 Retained Deficit ................................    (3,575,159)    (3,406,350)
                                                     -----------    -----------

    Total Stockholders' Equity ...................     3,650,016      3,808,825
                                                     -----------    -----------

    Total Liabilities and Stockholders' Equity ...   $ 7,628,078    $ 6,728,361
                                                     ===========    ===========







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

<PAGE>


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


                                                        For the Three Months
                                                           Ended March 31,
                                                        1999             1998
                                                      ---------       ---------
Revenues .......................................      $ 846,995       $ 147,347
Cost of Revenues ...............................        258,080          62,035
                                                      ---------       ---------

Gross Margin ...................................        588,915          85,312

Expenses
   Labor and Related Expenses ..................        374,407          83,212
   Rent ........................................         48,248          92,115
   Other General & Administrative ..............        126,619         282,623
   Depreciation and Amortization ...............        154,306          21,951
                                                      ---------       ---------

Net loss from Continuing Operations ............       (114,665)       (394,589)

   Other Income (Expense) Net ..................        (54,144)         (8,931)
                                                      ---------       ---------

Net Loss Before Income Taxes ...................       (168,809)       (403,520)
Income Tax Expense (Benefit) ...................           --              --
                                                      ---------       ---------

Net Loss Before Cumulative
effects of Accounting Change ...................       (168,809)       (403,520)

Cumulative effect of Accounting
Change on Years Prior to
1998, Net of Taxes .............................           --           (84,732)

Net Loss .......................................      $(168,809)      $(488,252)
                                                      =========       =========

Net Loss Per Common Share-
Basic and Diluted:

Net Loss Before Cumulative
effects of Accounting Change ...................          (0.01)          (0.04)
Cumulative effect of Accounting Change .........           --              --
                                                      ---------       ---------

Net Loss Per Common Share-
Basic and Diluted ..............................      $   (0.01)      $   (0.04)
                                                      =========       =========







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

<PAGE>


                      EAT AT JOE'S LTD., AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)


                                                        For the Three Months
                                                           Ended March 31,
                                                        1999           1998
                                                     -----------    -----------
Cash Flows from Operating Activities:
Net loss for the period before cumulative
   effects of accounting change ..................   $  (168,809)   $  (403,520)
Adjustments to Reconcile net loss to
   net cash provided by operating activities
      Depreciation and amortization ..............       154,306         21,951
      Stock exchanged for services ...............        10,000           --
      (Increase) decrease in:
         Receivables .............................        (6,324)          --
         Inventory ...............................      (255,101)           858
         Prepaid expense .........................        (7,696)        22,660
         Other assets ............................      (614,736)       (17,900)
      Increase (decrease) in:
         Accounts payable and accrued liabilities        163,528        (91,072)
                                                     -----------    -----------

Net Cash Used in Operating Activities: ...........      (724,832)      (467,023)
                                                     -----------    -----------

Cash Flows From Investing Activities:
  Purchase of property and  equipment ............      (114,845)      (396,811)
                                                     -----------    -----------

Net Cash Used by Investing Activities: ...........      (114,845)      (396,811)
                                                     -----------    -----------

Cash Flows From Financing Activities:
  Issuance of convertible preferred stock ........          --          797,630
  Issuance of common stock .......................          --             --
  Proceeds from short-term notes payable .........       895,000        955,000
  Advances to (from) majority stockholder ........          --         (294,292)
                                                     -----------    -----------

Net Cash Provided by Financing Activities ........       895,000      1,458,338
                                                     -----------    -----------

Increase in Cash .................................        55,323        594,504
Cash at Beginning of Period ......................       133,957        232,601
                                                     -----------    -----------

Cash at End of Period ............................   $   189,280    $   827,105
                                                     ===========    ===========


<PAGE>


EAT AT JOE'S LTD., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Continued)


                                                            For the Three Months
                                                               Ended March 31,
                                                             1999          1998
                                                            ------        ------
Supplemental Disclosure of
  Interest and Income Taxes Paid
    Interest paid for the period ...................        $ --          $4,459
    Income taxes paid for the period ...............        $2,725        $2,671






























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

<PAGE>


                      EAT AT JOE'S LTD., AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE THREE MONTHS ENDED MARCH 31, 1999
                                  (Unaudited)


1.  Interim Reporting

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally  accepted  accounting  principles and with Form 10-QSB
requirements.  Accordingly,  they  do not  include  all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.  In the opinion of management,  all adjustments considered
necessary for a fair presentation have been included.  Operating results for the
three month period ended March 31, 1999, are not  necessarily  indicative of the
results that may be expected for the year ended  December 31, 1999.  For further
information, refer to the financial statements and footnotes thereto included in
the Company's annual report on Form 10-KSB for the year ended December 31, 1998.


2.  Acquisitions

     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.


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, 1998.

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.

Total Revenues - For the three months ended March 31, 1999 and 1998, the Company
had total sales of approximately $847,000 and $147,000 respectively.

Costs and  Expenses - For the three  months  ended March 31, 1999 and 1998,  the
Company had a net loss of approximately $169,000 and $488,000 respectively.  The
net  loss  for 1999 and 1998 is  largely  attributable  to  additional  expenses
incurred as the Company  increases  its  Corporate  overhead  structure  for the
development of additional  locations supported by revenues from operating units.
Given the  limited  operations  which  took  place in 1998,  any  discussion  of
operating expenses as a percentage of sales would not be meaningful and might be
misleading.


LIQUIDITY AND CAPITAL RESOURCES

     For the three months ended March 31, 1999 the Company used $725,000 in cash
flow for operating  activities and during the three months ended March 31, 1998,
the Company used $467,000 in cash flow for operating activities.

     Since the Company's re-activation in January, 1997, the Company's principal
capital requirements have been the funding of (i) the development of the Company
and its 1950's diner style concept,  (ii) the construction of its existing units
and the acquisition of the furniture,  fixtures and equipment  therein and (iii)
towards the development of additional units. During the three months ended March
31,  1999  and  1998 the  company  paid  approximately  $115,000  and  $397,000,
respectively for property and equipment..

     During the three months ended March 31, 1999 the Company borrowed $895,000.
During the three months ended March 31, 1998, the Company  raised  approximately
$798,000 (net of issuance  costs)  through the sale of preferred  stock which is
convertible  into  Common  Stock of the  Company,  borrowed  $955,000  which was
subsequently converted into Common Stock of the Company. The net proceeds to the
Company were used for additional unit development and working capital.

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

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

<PAGE>


Year 2000 Compliance - The Company  utilizes  software and related  technologies
which have been  programmed  to  recognize  and  properly  process  data  fields
containing a two digit year and commonly referred to as the Year 2000 Compliance
issue.  Management  has  concluded  that a  material  effect  on  the  Company's
financial  condition is not reasonably  likely to occur as a result of Year 2000
issues.  While the  Company  has little  communication  with the  systems of its
vendors  and  suppliers,  it cannot  measure the impact that the Year 2000 issue
will have on such parties with which it conducts business.


                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

     The Company is not engaged in any legal proceedings other than the ordinary
routine litigation incidental to its business operations, which the Company does
not  believe,  in the  aggregate,  will have a  material  adverse  effect on the
Company, or its operations.

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 the three months ended
March 31, 1999.



<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:     May 14, 1999          By:    /s/ Joseph Fiore                   
       --------------------          -------------------------------------------
                                     Joseph Fiore
                                     C.E.O., Chairman, Secretary, Director
                                    (Principal Financial and Accounting Officer)