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:  March 31, 2001
                                    ----------------

[  ] 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:  March 31,  2001  44,894,967


     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 March  31,  2001  and  December  31,  2000,  and the  related  statements  of
operations,  and cash flows for the three  months ended March 31, 2001 and 2000.
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
May 4, 2001







<PAGE>



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




                                                       March 31,   December 31,
                                                          2001          2000
                                                        ---------     ---------
ASSETS
Current Assets:
Cash and cash equivalents ..........................    $  18,555     $  14,670
Receivables ........................................        3,030         3,411
Inventory ..........................................       19,228        19,832
Prepaid expense ....................................       13,217        13,217
                                                        ---------     ---------

     Total Current Assets ..........................       54,030        51,130
                                                        ---------     ---------

Property and equipment:
Equipment ..........................................      163,024       163,024
Furniture & Fixtures ...............................        5,454         5,454
Leasehold improvements .............................      629,100       629,100
                                                        ---------     ---------
                                                          797,578       797,578
Less accumulated depreciation ......................     (223,356)     (196,945)
                                                        ---------     ---------

                                                          574,222       600,633
                                                        ---------     ---------

Other Assets:
Investments ........................................      100,000       100,000
Intangible and other assets net of amortization
  of $48,238 and $44,367, respectively .............      106,599       110,470
                                                        ---------     ---------

     Total Assets ..................................    $ 834,851     $ 862,233
                                                        =========     =========

















<PAGE>



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

<TABLE>
<CAPTION>



                                                               March 31,      December 31,
                                                                  2001           2000
                                                               ------------   ------------
LIABILITIES
Current Liabilities:
<S>                                                            <C>            <C>
Accounts payable and accrued liabilities ....................  $    499,337   $    462,430
Short-term notes payable ....................................       514,346        518,302
Shareholders loans ..........................................     1,439,204      1,373,022
                                                               ------------   ------------

     Total Current Liabilities ..............................     2,452,887      2,353,754
                                                               ------------   ------------

Convertible Debentures, Net of Issue Costs ..................     1,368,548      1,338,448
                                                               ------------   ------------

     Total Liabilities ......................................     3,821,435      3,692,202
                                                               ------------   ------------

STOCKHOLDERS EQUITY
Preferred stock - $0.0001 par value.  10,000,000 shares
   authorized; -0- shares issued and outstanding at March 31,
2001 and December 31, 2000 ..................................          --             --
Common Stock - $0.0001 par value.  50,000,000 shares
   Authorized.44,894,967 issued and outstanding at March 31,
   2001 and December 31, 2000 ...............................         4,490          4,490
Additional paid-in capital ..................................     9,919,824      9,919,824
Cumulative Translation Adjustment ...........................       138,122        120,405
Retained deficit ............................................   (13,049,020)   (12,874,688)
                                                               ------------   ------------

     Total Stockholders' Equity .............................    (2,986,584)    (2,829,969)
                                                               ------------   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..................  $    834,851   $    862,233
                                                               ============   ============

</TABLE>










                 See accompanying notes and accountants' report.


<PAGE>



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





                                                     For the three months ended
                                                             March 31,
                                                         ----------------------
                                                           2001         2000
                                                         ---------    ---------

Revenues .............................................   $ 360,101    $ 532,114
Cost of Revenues .....................................     147,091      195,853
                                                         ---------    ---------
Gross Margin .........................................     213,010      336,261

Expenses
   Labor and Related Expenses ........................      87,657      238,258
   Rent ..............................................      39,270       61,710
   Other General and Administrative ..................     192,160      229,616
                                                         ---------    ---------
Income (Loss) Before Depreciation and Amortization ...    (106,077)    (193,323)
   Depreciation and Amortization .....................      30,283      100,913
                                                         ---------    ---------

Net Loss from Continuing Operations ..................    (136,360)    (294,236)
                                                         ---------    ---------

Other Income (Expense)
   Interest, Net .....................................     (37,918)     (32,553)
                                                         ---------    ---------

Net Loss Before Income Taxes .........................    (174,278)    (326,789)
Income Tax Expense (Benefit) .........................          50          475
                                                         ---------    ---------

Net Loss To Common Stockholders ......................   $(174,328)   $(327,264)
                                                         =========    =========

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

Weighted Average Number of Common Shares                44,894,967   42,943,178
                                                         =========    =========










                 See accompanying notes and accountants' report.



<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>


                                                      For the three months ended
                                                                 March 31,
                                                           ---------------------
                                                             2001        2000
                                                           ---------   ---------
Cash Flows From Operating Activities
<S>                                                        <C>         <C>
   Net loss for the period ..............................  $(174,328)  $(327,264)
Adjustments to reconcile net loss to net cash
   Provided by operating activities
     Depreciation and Amortization ......................     30,283     100,913
     Currency Translation Adjustment ....................     17,717        --
     Stock issued for services and expenses .............       --        29,167
     Decrease (Increase) in Receivables .................        381       8,407
     Decrease (Increase) in inventory ...................        603      10,334
     Decrease (Increase) in other assets ................       --          --
     Decrease (Increase) in prepaid expense .............       --        (2,998)
     Increase in accounts payable and accrued liabilities     89,956      35,228
                                                           ---------   ---------
Net Cash Provided by (Used in) Operating Activities .....    (35,388)   (146,213)
                                                           ---------   ---------

Cash Flows From Investing Activities
   Purchase of property and equipment ...................       --          --
                                                           ---------   ---------
Net Cash Provided by Investing Activities ...............       --          --
                                                           ---------   ---------

Cash Flows From Financing Activities
   Advances from majority stockholders ..................     47,000     115,000
   Repayment of long-term notes payable .................     (7,727)       --
   Proceeds from short-term notes payable ...............       --        31,213
                                                           ---------   ---------

Net Cash Provided by Financing Activities ...............     39,273     146,213
                                                           ---------   ---------

Increase (Decrease) in Cash .............................      3,885        --
Cash at beginning of period .............................     14,670        --
                                                           ---------   ---------

Cash at End of Period ...................................  $  18,555   $    --
                                                           =========   =========


Supplemental Disclosure of Interest and Income Taxes Paid
   Interest paid during the period ......................  $    --          --
                                                           =========   =========
   Income taxes paid during the period ..................  $    --     $     700
                                                           =========   =========

Supplemental Disclosure of Non-cash Investing
 and Financing Activities:     None
</TABLE>

                 See accompanying notes and accountants' report.


<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000


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 March 31, 2001 and for the three
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.

     During the year ended December 31, 2000,  the Company  changed the domicile
of each of the following  subsidiaries  to Nevada;  E.A.J.  Hold,  Inc.,  E.A.J.
Shoppes,  Inc., E.A.J.  Innerharbor,  Inc., E.A.J.  Neshaminy,  Inc., E.A.J. PM,
Inc., E.A.J.  Echelon,  Inc., E.A.J.  Market East, Inc., E.A.J. MO, Inc., E.A.J.
Syracuse, Inc., E.A.J. Walnut Street, Inc., and E.A.J. Owings, Inc.








<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (Continued)


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

Principles of Consolidation

     The consolidated financial statements include the accounts of Eat At Joe's,
LTD. And its wholly-owned subsidiaries,  E.A.J. Hold, Inc., a Nevada corporation
("Hold"), E.A.J. PHL Airport, Inc., a Pennsylvania corporation,  E.A.J. Shoppes,
Inc., a Nevada corporation, Eat At Joe's, LTD, a New Jersey corporation,  E.A.J.
Innerharbor,  Inc.,  a Nevada  corporation,  E.A.J.  Neshaminy,  Inc.,  a Nevada
corporation,  E.A.J. PM, Inc., a Nevada  corporation,  E.A.J.  Echelon,  Inc., a
Nevada corporation,  E.A.J. Market East, Inc., a Nevada corporation,  E.A.J. MO,
Inc., a Nevada corporation,  E.A.J. Syracuse, Inc., a Nevada corporation, E.A.J.
Walnut  Street,  Inc.,  a Nevada  corporation,  E.A.J.  Owings,  Inc.,  a Nevada
corporation,  and 1398926  Ontario,  Inc.  and 1337855  Ontario,  Inc.,  British
Columbia  corporations.  All significant  intercompany accounts and transactions
have been eliminated.

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.










<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (Continued)


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

Depreciation

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

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

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

Amortization

     Intangible assets are amortized over useful life of 10 years.

     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.



<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (Continued)


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

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.

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 2001 and 2000 and are thus not considered.

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


                       For the three months ended March 31, 2001
                       ------------------------------------------
                                                       Per Share
                        Income         Shares          Amount
                       -------------   -----------   ------------
                       (Numerator)     (Denominator)
Basic EPS
Net Loss to common
shareholders           $    (174,328)   44,894,967   $       --
                       =============   ===========   ============









<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (Continued)


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

Earnings (Loss) Per Share (Continued)


                   For the three months ended March 31, 2000
                    ----------------------------------------
                                                  Per Share
                    Income          Shares        Amount
                    ------------   -----------   -----------
                    (Numerator)   (Denominator)
Basic EPS
Net Loss to common
shareholders        $   (327,264)   42,943,178   $     (0.01)
                    ============   ===========   ===========

Reclassifications

     Certain  reclassifications  have been made in the 2000 financial statements
to conform with the 2001 presentation.

NOTE 2 - SHORT-TERM NOTES PAYABLE

     Short-Term  Notes Payable  consist of loans from  unrelated  entities as of
March 31, 2001 and December  31,  2000.  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 March 31, 2001,  the Company had a net  operating  loss ("NOL") carry
forward for income tax reporting purposes of approximately $11,510,000 available
to offset future taxable  income.  This net operating loss carry forward expires
at various  dates  between  December  31, 2003 and 2020.  A loss  generated in a
particular  year will expire for federal tax purposes if not utilized  within 20
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 $3,787,000  as of December 31, 2000.  Also  consistent  with SFAS No. 109, an
allocation  of the  income  (provision)  benefit  has been made to the loss from
continuing operations.




<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                   (Continued)


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.

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

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
-------------------------------------      ----------      ------------
       2001                                $  269,808      $       --
       2002                                   269,808              --
       2003                                   269,808              --
       2004                                   269,808              --
       2005                                   269,808              --
                                           ----------      ------------

Total minimum future lease payments        $1,349,040      $       --
                                           ==========      ============

     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.



<PAGE>



                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (Continued)


NOTE 6 - RELATED PARTY TRANSACTIONS

     During the three  months  ended March 31, 2001 and the years 2000 and 1999,
an officer, Joseph Fiore, CEO of the Company, and/or companies controlled by the
officer paid  expenses and made  advances to the Company.  As of March 31, 2001,
$1,439,204 in advances was due to Mr. Fiore.

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

     The following  table sets forth the options and warrants  outstanding as of
March 31, 2001 and December 31, 2000.

<TABLE>
<CAPTION>

                                                       March 31,         December 31,
                                                          2001                2000
                                                       -----------         ---------

<S>                                                      <C>               <C>
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
                                                       ==============  ==============
</TABLE>


NOTE 8 - RESTAURANT CLOSURES

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

     During 2000, E.A.J. MO, Inc., E.A.J.  Shoppes,  Inc., E.A.J. Walnut Street,
Inc., and the third 137855 Ontario restaurants were closed and substantially all
assets and leasehold improvements abandoned. This abandonment of assets has been
reported in the  financial  statements as a loss on sale of assets at $1,808,168
for the year ended December 31, 2000.



<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, 2000.

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 and 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.  During 2000,
the Company opened two new restaurants in Ontario, Canada. Also during 2000, the
Company  closed  three  U.S.   restaurants  and  one  Canadian   restaurant  and
substantially all assets and leasehold improvements were abandoned.

     After  its  review  of over one year of  operating  revenues  from the 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 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 three  months  ended March 31, 2001 the company  operated  three
restaurants.  During the three months ended March 31, 2000 the Company  operated
five restaurants.

Total Revenues - For the three months ended March 31, 2001 and 2000, the Company
had total sales of approximately $360,000 and $532,000 respectively.

Costs and  Expenses - For the three  months  ended March 31, 2001 and 2000,  the
Company had a net loss from  operations of  approximately  $137,000 and $295,000
respectively.

Other  Income  (Expense),  Net - For the 1ST  quarter  2001 and 2000 the Company
reported net other expenses in the amount of approximately $38,000 and $33,000 .
These expenses primarily represent accrued interest on short term notes.

LIQUIDITY AND CAPITAL RESOURCES

     For the three  months  ended  March 31,  2001 and 2000,  the  Company  used
approximately $35,000 and $146,000 in cash flow from operating activities.

     During the three months ended March 31, 2001 and 2000 the Company borrowed


<PAGE>



approximately  $39,000 and $146,000,  respectively from shareholder advances and
short-term notes.

     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

     None.

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 1st quarter 2001.



<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 11, 2001                    By: /s/ Joseph Fiore
       --------------------               -------------------
                                          Joseph Fiore
                                          C.E.O., Chairman, Secretary, Director



DATE:     May 11, 2001                    By:/s/ Gary Usling
       --------------------               ------------------
                                          Gary Usling
                                          C.F.O., Director