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: September 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: September 30, 2000 44,394,967
                                               ------------------------------

         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 September  30, 2000 and December 31, 1999,  and the related  statements of
operations  for the three and nine month  periods  ended  September 30, 2000 and
1999,  and cash flows for the nine month  periods  ended  September 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
November 9, 2000

<PAGE>

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



                                                     September 30,  December 31,
                                                         2000           1999
                                                     -----------    -----------
ASSETS
Current Assets:
Cash and cash equivalents ........................   $    18,545    $      --
Receivables ......................................         2,032         10,439
Inventory ........................................        30,863         46,050
Prepaid expense ..................................        13,637         76,442
Deposits .........................................          --            1,710
                                                     -----------    -----------

     Total Current Assets ........................        65,077        134,641
                                                     -----------    -----------

Property and equipment:
Equipment ........................................       156,177        879,441
Furniture & Fixtures .............................        10,504         47,239
Leasehold improvements ...........................       595,670      2,212,291
                                                     -----------    -----------
                                                         762,351      3,138,971
Less accumulated depreciation ....................      (163,109)      (547,669)
                                                     -----------    -----------

                                                         599,242      2,591,302
                                                     -----------    -----------

Other Assets:
Investments ......................................       100,000        100,000
Intangible and other assets net of amortization ..       113,216        125,954
  of $41,621 and $28,884, respectively
                                                     -----------    -----------

     Total Assets ................................   $   877,535    $ 2,951,897
                                                     ===========    ===========


<PAGE>

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



                                                 September 30,      December 31,
                                                      2000              1999
                                                  ------------     ------------
LIABILITIES
Current Liabilities:
Accounts payable and accrued liabilities .....    $    351,774     $    735,775
Short-term notes payable .....................         519,617          342,926
Shareholders loans ...........................       1,075,292          724,760
                                                  ------------     ------------

     Total Current Liabilities ...............       1,946,683        1,803,461
                                                  ------------     ------------

Convertible Debentures, Net of Issue Costs ...       1,346,035        1,383,290
                                                  ------------     ------------

     Total Liabilities .......................       3,292,718        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 ..............
   44,394,967 and 41,874,680 issued and
   Outstanding, respectively .................           4,440            4,187
Additional paid-in capital ...................       9,857,374        9,619,060
Retained deficit .............................     (12,276,997)      (9,858,101)
                                                  ------------     ------------

     Total Stockholders' Equity ..............      (2,415,183)        (234,854)
                                                  ------------     ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...    $    877,535     $  2,951,897
                                                  ============     ============




                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 nine months ended
                                                  September 30,                  September 30,
                                          ----------------------------    ----------------------------
                                              2000            1999            2000           1999
                                          ------------    ------------    ------------    ------------

<S>                                       <C>             <C>             <C>             <C>
Revenues ..............................   $    543,864    $    849,717    $  1,540,041    $  2,788,033
Cost of Revenues ......................        242,232         475,045         606,453       1,162,965
                                          ------------    ------------    ------------    ------------
Gross Margin ..........................        301,632         374,672         933,588       1,625,068

Expenses
   Labor and Related Expenses .........        161,102         440,596         552,737       1,410,334
   Rent ...............................         62,273         102,448         160,615         379,930
   Other General and Administrative ...        216,352         272,921         598,378         666,463
                                          ------------    ------------    ------------    ------------
Income (Loss) Before Depreciation and
Amortization ..........................       (138,095)       (441,293)       (378,142)       (831,659)
   Depreciation and Amortization ......         27,484         172,631         229,286         502,824
                                          ------------    ------------    ------------    ------------

Net Loss from Continuing Operations ...       (165,579)       (613,924)       (607,428)     (1,334,483)
                                          ------------    ------------    ------------    ------------

Other Income (Expense)
   Interest, Net ......................        (40,018)        (32,553)       (105,234)       (133,120)
   Loss on Disposal of Assets .........     (1,704,809)     (1,400,307)     (1,704,809)     (1,400,307)
                                                                                          ------------

Net Loss Before Income Taxes ..........     (1,910,406)     (2,046,784)     (2,417,471)     (2,867,910)
Income Tax Expense (Benefit) ..........            475             475           1,425           1,425
                                          ------------    ------------    ------------    ------------

Net Loss To Common Stockholders .......   $ (1,910,881)   $ (2,047,259)   $ (2,418,896)   $ (2,869,335)
                                          ============    ============    ============    ============

Basic and Diluted Loss Per Common Share   $      (0.04)   $      (0.07)   $      (0.06)   $      (0.12)
                                          ============    ============    ============    ============

Weighted Average Common Shares ........     44,026,562      27,349,269      42,852,783      23,053,130
                                          ============    ============    ============    ============

</TABLE>


                See accompanying notes and accountants' report.


<PAGE>


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

                                                                    For the nine months ended
                                                                           September 30,
                                                                    --------------------------
                                                                        2000           1999
                                                                    -----------    -----------
Cash Flows From Operating Activities
<S>                                                                 <C>            <C>
   Net loss for the period ......................................   $(2,418,896)   $(2,869,335)
Adjustments to reconcile net loss to net cash
   Provided by operating activities
     Depreciation and Amortization ..............................       229,286        502,824
     Stock issued for services, expenses & debenture conversions        238,567        139,548
     Loss on disposition of assets ..............................     1,704,809      1,400,307
     Decrease (Increase) in Receivables .........................         8,407        (10,876)
     Decrease (Increase) in inventory ...........................        15,188       (256,724)
     Decrease (Increase) in deposits ............................         1,710           --
     Decrease (Increase) in other assets ........................          --         (417,665)
     Decrease (Increase) in prepaid expense .....................        62,804        (60,807)
     Increase in accounts payable, accrued liabilities & interest      (157,922)       144,321
                                                                    -----------    -----------
Net Cash Provided by (Used in) Operating Activities .............      (316,047)    (1,428,407)
                                                                    -----------    -----------

Cash Flows From Investing Activities
   Purchase of property and equipment ...........................      (177,934)      (695,967)
                                                                    -----------    -----------
Net Cash Provided by Investing Activities .......................      (177,934)      (695,967)
                                                                    -----------    -----------

Cash Flows From Financing Activities
   Advances from majority stockholders ..........................       350,650        166,744
   Proceeds from short-term notes payable .......................       161,876      1,835,463
                                                                    -----------    -----------
Net Cash Provided by Financing Activities .......................       512,526      2,002,207
                                                                    -----------    -----------

Increase (Decrease) in Cash .....................................        18,545       (122,167)
Cash at beginning of period .....................................          --          133,957
                                                                    -----------    -----------
Cash at End of Period ...........................................   $    18,545    $    11,790
                                                                    ===========    ===========

Supplemental Disclosure of Interest and Income Taxes Paid
   Interest paid during the period ..............................   $      --      $      --
   Income taxes paid during the period ..........................   $       700    $       225

Supplemental Disclosure of Non-cash Investing
 and Financing Activities:
    Common Stock Issued For:
        Property and Equipment ..................................   $      --      $   198,500
        Debt converted to equity ................................   $   125,000    $ 2,255,000
</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 September 30, 2000 and for the
nine 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 and nine  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 nine months ended  September 30, 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. Cherry Hill, 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
                                   (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,  E.A.J. Cherry Hill, Inc., a Nevada
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  inter-company
accounts and transactions have been.

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

<PAGE>

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


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


         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.

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.

<PAGE>

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


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

Cash and Cash Equivalents

         For purposes of the statement of cash flows, the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Earnings (Loss) Per Share

         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 September 30, 2000
                                  ---------------------------------------------
Basic Loss per Share
Loss to common shareholders ..........   $(1,910,881)    44,026,562   $   (0.04)
                                         ===========    ===========   =========

                                   For the nine months ended September 30, 2000
                                   --------------------------------------------
Basic Loss per Share
Loss to common shareholders ..........   $(2,418,896)    42,852,783   $   (0.06)
                                         ===========    ===========   =========

                                  For the three months ended September 30, 1999
                                  ---------------------------------------------
Basic Loss per Share
Loss to common shareholders ..........   $(2,047,259)    27,349,269   $   (0.07)
                                         ===========    ===========   =========

                                   For the nine months ended September 30, 1999
                                   --------------------------------------------
Basic Loss per Share
Loss to common shareholders ..........   $(2,869,335)    23,053,130   $   (0.12)
                                         ===========    ===========   =========

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

<PAGE>

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


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

Reclassifications

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

NOTE 2 - SHORT-TERM NOTES PAYABLE

         Short-Term Notes Payable consist of loans from unrelated entities as of
September  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 September 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 September 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

<PAGE>

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


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

NOTE 4 - PURCHASE OF SUBSIDIARIES (Continued)

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
              -----------------------    ------------------ -------------------
                  2000                         $269,808            $      -
                  2001                          269,808                   -
                  2002                          269,808                   -
                  2003                          269,808                   -
                  2004                          269,808                   -
                                         ------------------ -------------------

Total five year minimum 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.

NOTE 6 - RELATED PARTY TRANSACTIONS

         During the nine months ended  September  30, 2000 and the years1999 and
1998 the officers and/or companies  controlled by the two officers paid expenses
and made  advances to the Company.  As of  September  30,  2000,  $1,075,292  in
advances was due to officers and directors of the Company.

<PAGE>

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


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

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

                                                     September 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.
Market East, Inc., E.A.J.  Innerharbor,  Inc., E.A.J. Echelon,  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 financial  statements  as a loss on sale of assets at $4,359,377  for the
year ended December 31, 1999.

         During third quarter  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 $1,704,809 for the nine months ended September 30, 2000.

<PAGE>

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


NOTE 9 - SUBSEQUENT EVENTS

         On November 3, 2000,  the  Company's  wholly  owned  subsidiary  E.A.J.
Owings, Inc.  ("Owings") filed a registration  statement on Form SB-2 . The SB-2
covers the issuance of stock in  connection  with the spin-off by the Company of
2.2% of the outstanding shares of common stock of E.A.J.  Owings,  Inc. owned by
the Company to stockholders of the Company.

         The Company will accomplish the spin-off by distributing 220,000 shares
or 2.2% of the Company's  common stock owned by the Company to holders of record
at  September  15, 2000 (date of record) of the  Company's  common  stock.  This
spin-off  will be  accomplished  through a  distribution  of one share of common
stock of Owings for every two hundred shares of the Company's common stock owned
on the date of record.  Fractional  shares  which may result from this  spin-off
will rounded up to the nearest whole share.

         This  prospectus  also covers the resale,  from time to time,  of up to
9,780,000 shares of common stock of Owings, in the  over-the-counter  market, at
prevailing market prices, at negotiated prices, or otherwise.

         The SB-2 is not complete  and may be changed.  The Company may not sell
these securities until the registration  statement filed with the Securities and
Exchange Commission is effective.



<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 third and fourth
quarter of 1999, four U.S.  restaurants and two Canadian restaurants were closed
and substantially all assets and leasehold improvements abandoned.  During third
quarter of 2000, three U.S. restaurants and one Canadian restaurants were closed
and substantially all assets and leasehold improvements abandoned.

         After its review of over one year of  operating  revenues  from the now
closed 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  now  closed  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.

         Also during third quarter 2000,  the Company opened a new restaurant in
Toronto,  Ontario. The restaurant is called  "Mediterraneo" and offers primarily
Italian Cuisine.

Total  Revenues - For the three months ended  September  30, 2000 and 1999,  the
Company had total sales of approximately $544,000 and $850,000 respectively. For
the nine months ended  September 30, 2000 and 1999,  the Company had total sales
of approximately $1,540,000 and $2,788,000 respectively.

Costs and Expenses - For the three months ended September 30, 2000 and 1999, the
Company had a net loss from  operations of  approximately  $166,000 and $614,000
respectively. For the nine months ended September 30, 2000 and 1999, the Company
had  a net  loss  from  operations  of  approximately  $607,000  and  $1,334,000
respectively.  The net loss for 2000 reflects certain costs  attributable to the
closed restaurants and certain costs due to restaurant closures. Included in the
net  loss  from  operations  for  2000  are  professional  fees of  $56,000  and
consulting of $28,400 which were paid for by the issuance of common stock. These
costs and other General and Administrative costs relating to the closed entities
will not be present in the future. The Company expects to be able to show income
from  operations  in the near future as a result.  Management  believes that the
Company is now  positioned  to provide net income from  operations in the coming
quarters.

<PAGE>

Liquidity And Capital Resources

         For the nine months ended September 30, 2000 and 1999, the Company used
approximately  $316,000 and $1,428,000 in cash flow from  operating  activities.
The use of cash for 2000  reflects  certain  costs  attributable  to the  closed
restaurants and certain costs 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.  Management  believes  that the Company is now
positioned  to  provide  positive  cash  flows  from  operations  in the  coming
quarters.

         During the nine months  ended  September  30, 2000 and 1999 the company
paid approximately $178,000 and $696,000 for property and equipment.

         During the nine months  ended  September  30, 2000 and 1999 the Company
borrowed  approximately  $513,000 and $2,002,000,  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

         On October 6, 2000,  the Company  initiated  a civil  action in federal
court in  Massachusetts  against several  individuals who defamed the Company on
the internet. The Company is seeking the names of individuals who have attempted
to harm the Company's stock making false and defamatory  allegations in internet
chat rooms.  The Complaint seeks to enjoin the defamatory  conduct and to obtain
its fair  damages  from the  individuals.  The civil  action is in the  earliest
discovery phase.  The likelihood of recovery and the ultimate  resolution of the
case is not known at this stage.

Item 2.  Changes in Securities

         None.

Item 3.  Defaults Upon Senior Securities

         None.

<PAGE>

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:     November 14, 2000                   By:    /s/ Joseph Fiore
---------------------------------------------------------------------
                                          Joseph Fiore
                                          C.E.O., Chairman, Secretary, Director



DATE:     November 14, 2000                   By:    /s/ Gary Usling
--------------------------------------------------------------------
                                          Gary Usling
                                          C.F.O.