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:           June 30, 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: July 31, 1999 27,614,094

     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)
                                                    June 30,        December 31,
                                                      1999              1998
                                                  -----------       -----------
ASSETS:
Current Assets:
 Cash and Cash Equivalents .................      $   105,024       $   133,957
 Receivables ...............................           34,477            25,861
 Inventory .................................          457,460           184,115
 Other .....................................           15,400            21,310
 Prepaid Expense ...........................           80,063             8,333
                                                  -----------       -----------

    Total Current Assets ...................          692,424           373,576
                                                  -----------       -----------

Property and Equipment:
 Equipment .................................        1,667,207         1,632,055
 Office Furniture ..........................           83,082            76,255
 Leasehold Improvements ....................        5,503,932         4,767,308
                                                  -----------       -----------
                                                    7,254,221         6,475,618
 Less Accumulated Depreciation .............         (626,018)         (303,316)
                                                  -----------       -----------

                                                    6,628,203         6,172,302
                                                  -----------       -----------
Other Assets:
 Investments ...............................          100,000              --
 Intangible and Other Assets, Net ..........          561,418           182,483
                                                  -----------       -----------

    Total Assets ...........................      $ 7,982,045       $ 6,728,361
                                                  ===========       ===========







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


                                                  (Unaudited)
                                                    June 30,        December 31,
                                                      1999              1998
                                                  -----------       -----------
LIABILITIES:
Current Liabilities:
 Accounts Payable and Accrued Liabilities ..          507,852       $   488,632
 Short-Term Notes Payable ..................          832,663           635,000
 Shareholder Loans .........................          452,455           452,455
                                                  -----------       -----------

    Total Current Liabilities ..............        1,792,970         1,576,087
                                                  -----------       -----------

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

    Total Liabilities ......................        3,136,419         2,919,536
                                                  -----------       -----------

Stockholders' Equity:
 Preferred Stock - $.0001 par value,
    10,000,000 shares authorized;
    53 and 113 shares issued and
    outstanding June 30, 1999 and
    December 31, 1998, respectively ........             --                --
 Common Stock - $.0001 par value,
   50,000,000 shares authorized,
   23,813,434 and 16,440,755 issued
   and outstanding June 30, 1999 and
   December 31, 1998, respectively .........            2,381             1,644
 Common Stock to be Issued .................              121               131
 Additional Paid-In Capital ................        8,922,929         7,213,400
 Retained Deficit ..........................       (4,079,805)       (3,406,350)
                                                  -----------       -----------

    Total Stockholders' Equity .............        4,845,626         3,808,825
                                                  -----------       -----------

    Total Liabilities and
    Stockholders' Equity ...................      $ 7,982,045       $ 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)
<TABLE>
<CAPTION>

                                             For the Three Months         For the Six Months
                                                Ended June 30,               Ended June 30,
                                             1999           1998          1999            1998
                                         -----------    -----------    -----------    -----------
<S>                                      <C>                <C>        <C>                <C>
Revenues .............................   $ 1,091,321        316,397    $ 1,938,316        463,744
Cost of Revenues .....................       429,840        210,355        687,920        331,102
                                         -----------    -----------    -----------    -----------
Gross Margin .........................       661,481        106,042      1,250,396        132,642

Expenses
   Labor and Related Expenses ........       595,331         83,212        969,738         83,212
   Rent ..............................        80,613         92,115        128,861         92,115
   Other General &
     Administrative ..................       267,753        282,623        394,372        282,623
   Depreciation and
     Amortization ....................       175,887         21,951        330,193         21,951
                                         -----------    -----------    -----------    -----------
Net loss from Operations .............      (458,103)      (329,038)      (572,768)      (723,627)

   Other Income (Expense) Net ........       (46,543)        (4,941)      (100,687)       (13,872)
                                         -----------    -----------    -----------    -----------

Net Loss Before Income Taxes .........      (504,646)      (333,979)      (673,455)      (737,499)
Income Tax Expense (Benefit) .........          --             --             --             --
                                         -----------    -----------    -----------    -----------

Net Loss Before Cumulative effects of
Accounting Change ....................      (504,646)      (333,979)      (673,455)      (737,499)

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

Net Loss .............................   $  (504,646)      (333,979)   $  (673,455)      (822,231)
                                         ===========    ===========    ===========    ===========

Preferred Dividends ..................          --         (591,655)          --         (591,655)
Net Loss Per Common Share- Basic and
Diluted:
Net Loss Before Cumulative effects of
Accounting Change ....................         (0.02)         (0.07)         (0.03)         (0.10)
Cumulative effect of Accounting Change
                                                --             --             --            (0.01)
                                         -----------    -----------    -----------    -----------

Net Loss Per Common Share- Basic and
Diluted ..............................   $     (0.02)   $     (0.07)   $     (0.03)   $     (0.11)
                                         ===========    ===========    ===========    ===========

Weighted Average Shares Oustanding ...    22,454,904     12,747,656     20,462,466     12,740,769
                                         ===========    ===========    ===========    ===========

</TABLE>


   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 Six Months
                                                            Ended June 30,
                                                          1999          1998
                                                      -----------   -----------
Cash Flows from Operating Activities:
Net loss for the period before cumulative
effects of accounting change .......................  $  (673,455)  $  (737,499)
Adjustments to Reconcile net loss to
     net cash provided by operating activities
        Depreciation and amortization ..............      330,193        61,510
        Stock exchanged for goods & services .......       87,755        21,750
        (Increase) decrease in:
           Receivables .............................       (8,616)         --
           Inventory ...............................     (273,345)       (1,269)
           Prepaid expense .........................      (71,730)       30,993
           Other assets ............................     (480,516)      (26,583)
        Increase (decrease) in:
           Accounts payable and accrued liabilities        19,221      (193,799)
                                                      -----------   -----------

Net Cash Used in Operating Activities: .............   (1,070,493)     (844,897)
                                                      -----------   -----------

Cash Flows From Investing Activities:
  Purchase of property and  equipment ..............     (656,103)   (2,264,076)
                                                      -----------   -----------

Net Cash Used by Investing Activities: .............     (656,103)   (2,264,076)
                                                      -----------   -----------

Cash Flows From Financing Activities:
  Issuance of convertible preferred stock ..........         --       1,806,377
  Issuance of common stock .........................         --            --
  Proceeds from short-term notes payable ...........    1,697,663     1,750,000
  Advances to (from) majority stockholder ..........         --        (250,467)
                                                      -----------   -----------

Net Cash Provided by Financing Activities ..........    1,697,663     3,305,910
                                                      -----------   -----------

Increase in Cash ...................................      (28,933)      196,937
Cash at Beginning of Period ........................      133,957       232,601
                                                      -----------   -----------

Cash at End of Period ..............................  $   105,024   $   429,538
                                                      ===========   ===========

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


                                                         For the Six Months
                                                            Ended June 30,
                                                          1999          1998
                                                      -----------   -----------
Supplemental Disclosure of
  Noncash Investing and Financing Activities
    Common Stock Issued For:
        Property and Equipment ...................    $   122,500   $     --
        Debt converted to equity .................    $ 1,500,000   $     --

Supplemental Disclosure of
  Interest and Income Taxes Paid
    Interest paid for the period .................    $      --     $     --
    Income taxes paid for the period .............    $       150   $     --

























   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 AND SIX MONTHS ENDED JUNE 30, 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 and six month periods ended June 30, 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

<PAGE>

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 June 30, 1999 and 1998, the Company
had total sales of approximately  $1,091,000 and $316,000 respectively.  For the
six  months  ended  June 30,  1999 and 1998,  the  Company  had  total  sales of
approximately $1,938,000 and $464,000 respectively.

Costs and  Expenses - For the three  months  ended June 30,  1999 and 1998,  the
Company had a net loss of approximately $505,000 and $334,000 respectively.  For
the six  months  ended June 30,  1999 and 1998,  the  Company  had a net loss of
approximately $673,000 and $737,000 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 six  months  ended  June  30,  1999  and  1998,  the  Company  used
$1,070,000 and $845,000 in cash flow from 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 six
months ended June 30, 1999 and 1998 the company paid approximately  $656,000 and
$2,264,000, respectively for property and equipment..

         During the six months ended June 30, 1999 and 1998 the Company borrowed
approximately $1,698,000 and $1,750,000, respectively, the majority of which was
subsequently  converted into Common Stock of the Company.  During the six months
ended  June 30,  1998,  the  Company  raised  approximately  $1,806,000  (net of
issuance  costs) through the sale of preferred  stock which is convertible  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

<PAGE>

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.

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 June 30, 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:     August 13, 1999              By:    /s/ Joseph Fiore
   ---------------------------            -----------------------
                                          Joseph Fiore
                                          C.E.O., Chairman, Secretary, Director



DATE:     August 13, 1999              By:    /s/ Gary Usling
   ---------------------------            -----------------------
                                          Gary Usling
                                          C.F.O., Director