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

             U.S. Securities and Exchange Commission

                     Washington, D.C.  20549

                           Form 10-QSB

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

             For the quarterly period ended:   September 30, 1996               

       [  ]   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.)

               P.O. Box 500, Yonkers, New York 10704             
             (Address of principal executive offices)            

                         (914) 725-2700               
                    Issuer's telephone number

              Morning Star Industries, Inc.                      
(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         No    X  


        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:
          November 14, 1996     6,328,428             

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


                  PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                           EAT JOE'S LTD.
               (FORMERLY MORNING STAR INDUSTRIES, INC.)
                     (A Development Stage Company)
                            BALANCE SHEETS
                              (Unaudited)



                                        September 30,  December 31,
                                            1996           1995      
                              
Assets:                                 $          -  $          -
                                                    

Liabilities:
  Accounts Payable                      $          -  $          -
                                                    

     Total Liabilities                             -             -

Stockholders' Equity:
  Convertible Preferred Stock,
    Par value $0.001,
    Authorized 10,000,000,
    Issued - None                                  -             -
  Common Stock Authorized 
    50,000,000, Issued 
    328,428 of $0.0001 Par 
    Value                                         33             8
  Paid-In Capital                            392,843       382,868
  Contributed Capital                        672,659       672,659
  Earnings (Deficit) 
    Accumulated During the
    Development Stage                     (1,065,535)   (1,055,535)
    
     Total Stockholders' 
       Equity                                      -             -

     Total Liabilities and 
       Stockholders' Equity             $          -  $          -







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


                           EAT AT JOE'S LTD.
               (FORMERLY MORNING STAR INDUSTRIES, INC.)
                     (A Development Stage Company)
                       STATEMENTS OF OPERATIONS
                              (Unaudited)                              
                                     
                                                                       
                                                           Cumulative
                                                             Since
                                                           Inception
                 For the Three Months For the Nine Months      of
                  Ended September 30,  Ended September 30, Development 
                    1996       1995      1996      1995       Stage  

Revenues:        $      -   $      -   $      -  $      -  $        -
 
Expenses:               -          -     10,000         -      16,244

   Net Income
    (Loss) From
    Operations          -          -    (10,000)        -     (16,244)

  Other Income
   (Expense) net        -          -          -         -      16,851

  Income (Loss)
    From  operations
    before income
    taxes               -          -    (10,000)        -         607

  Provision for (Benefit
    from) income
    taxes               -          -          -         -           -

  Discontinued
    operations,
    net                 -          -          -         -  (1,066,142)

Net Loss         $      -   $      -   $(10,000) $      - $(1,065,535)

Net Loss  per
  common share   $      -   $      -   $   (.05) $      -

Weighted Average
  shares
  outstanding     328,428     78,428    211,212    78,428






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



                           EAT AT JOE'S LTD.
               (FORMERLY MORNING STAR INDUSTRIES, INC.)
                     (A Development Stage Company)
                       STATEMENTS OF CASH FLOWS
                              (Unaudited)

                                                           Cumulative
                                                             Since          
                                                           Inception
                                       For the Nine Months    of 
                                       Ended September 30, Development
                                         1996       1995      Stage     

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss for the period               $      -   $      -  $(1,065,535)

Adjustments to reconcile
  net loss to net cash provided by 
  operating activities                
    Loss from foreclosure and
      abandonment of assets
      and related liabilities                -          -      568,330
  Depreciation                               -          -      111,181
  Payment of organization costs              -          -       (6,244)
  Amortization of organization
    costs                                    -          -        6,244
  Increase in accounts payable               -          -            -
  Decrease in accrued interest
    payable                                  -          -        8,707
  Contributed capital for
    operating costs                          -          -          350

Net Cash Used in Operating
  Activities:                                -          -     (376,967)

Cash Flows From Investing
  Activities:
  Principal collected on notes
    receivable                               -          -      199,727
  Purchase of property and
    equipment                                -          -      (65,661)
  Proceeds from sale of property
    and equipment                            -          -       18,369

Net Cash Provided by Investing
  Activities:                                -          -      152,435

Cash Flows From Financing
  Activities:

  Issuance of common stock                   -          -      266,676
  Payments on long-term debt                 -          -      (36,307)
  Advances to (from) majority
    stockholder                              -          -       (5,837)



                           EAT AT JOE'S LTD.
               (FORMERLY MORNING STAR INDUSTRIES, INC.)
                     (A Development Stage Company)
                       STATEMENTS OF CASH FLOWS
                              (Unaudited)
                              (Continued)



                                                           Cumulative
                                                             Since          
                                                           Inception
                                       For the Nine Months     of           
                                       Ended September 30, Development
                                         1996       1995      Stage     

Net Cash Used in Financing
  Activities:                         $      -   $      -  $   224,532
                                                                                
Increase in Cash                             -          -            -

Cash at Beginning of Period                  -          -            -

Cash at End of Period                 $      -   $      -  $         -

Supplemental Disclosure of
  Interest and Income Taxes Paid

  Interest paid for the period        $      -   $      -  $    23,547

  Income taxes paid for the
    period                            $      -   $      -  $         -

Supplemental Disclosure of
  Non-cash Investing and
  Financing Activities

  Contribution of assets and
    assumption of liabilities,
    net, from majority
    stockholder                       $      -   $      -  $   672,659

  Mining equipment acquired
    with issuance of common
    stock                             $      -   $      -  $   251,200

  



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




                         EAT AT JOE'S LTD
             (FORMERLY MORNING STAR INDUSTRIES, INC.)
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
           FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                           (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 nine month period ended September 30,
1996, are not necessarily indicative of the results that may be
expected for the year ended December 31, 1996.  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, 1995.

2.   Reverse Stock Splits

     Effective May 3, 1996 the Stockholders approved a 50 to 1
reverse split of the common stock and on October 7, 1996 the
Stockholders approved a 4 to 1 reverse split of the common stock. 
The financial statements have been retroactively restated to
reflect the reverse stock splits as if they had been effective
prior to the earliest date presented.

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, 1995.

Results of Operations -     From March 1, 1990 to December 12, 1995
the Company was an inactive corporation.  On December 12, 1995 the
Company was reactivated and for the three and nine months ended
September 30, 1996 the Company became a development stage company
and has not begun principal operations.

Liquidity and Capital Resources -     The Company intends to seek
an acquisition of a larger and potentially more profitable
business.  The Company intends to focus on opportunities to acquire
new products or technologies in development as well as those
currently being operated, including a complete operating business
that has demonstrated long-term growth potential, strong marketing
presence, and the basis for continuing profitability.  The Company
has not identified any specific target or possible acquisition.  As
the Company pursues its acquisition program, it will incur costs
for ongoing general and administrative expenses as well as for
identifying, investigating, and negotiating a possible acquisition.

     In order to complete any acquisition, the Company may be
required to supplement its available cash and other liquid assets
with proceeds from borrowing, the sale of additional securities, or
other sources.  There can be no assurance that any such required
additional funding will be available or, if available, that it can
be obtained on terms favorable to the Company.



                   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.

    Effective May 3, 1996 approved a 50 to 1 reverse stock split.
    Effective October 7, 1996 approved a 4 to 1 reverse stock split.
    On October 5, 1996 elected Joseph Fiore, James Mylock, Jr., and
Andrew Cosenza, Jr. new directors to hold office until the next annual
meeting.

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 nine months
ended September 30, 1996.



                            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 25, 1996         By:   /s/                                  
                                        Joseph Fiore
                                        Chief Executive officer & Director
                                       (Principal financial and
                                        Accounting Officer)