[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, 1998         
                                            -----------------------------------

       [  ]   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

     (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: September 30, 1998 13,046,742

     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)
                                                  September 30,     December 31,
                                                      1998              1997
                                                  -----------       -----------
ASSETS:
Current Assets:
 Cash and Cash Equivalents .................      $   494,374       $   232,601
 Inventory .................................           88,246             7,488
 Other .....................................          104,045               400
 Prepaid Expense ...........................            8,333            30,993
 Deposits ..................................           43,551            12,701
                                                  -----------       -----------

    Total Current Assets ...................          738,549           284,183
                                                  -----------       -----------

Property and Equipment:
 Equipment .................................        1,349,268           279,667
 Office Furniture ..........................            9,426             1,000
 Leasehold Improvements ....................        4,252,115         1,527,099
                                                  -----------       -----------
                                                    5,610,809         1,807,766
 Less Accumulated Depreciation .............         (141,110)          (11,546)
                                                  -----------       -----------

                                                    5,469,699         1,796,220
                                                  -----------       -----------

Other Assets:
 Intangible and Other Assets, Net ..........          138,588           234,569
                                                  -----------       -----------

    Total Assets ...........................      $ 6,346,836       $ 2,314,972
                                                  ===========       ===========













<PAGE>



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


                                                    (Unaudited)
                                                    September 30,   December 31,
                                                         1998          1997
                                                     -----------   ------------
LIABILITIES:
Current Liabilities:
 Accounts Payable and Accrued Liabilities ........   $   441,263    $   474,795
 Short-Term Notes Payable ........................     2,124,940        264,940
 Shareholder Loans ...............................       452,455        702,922
                                                     -----------    -----------

     Total Current Liabilities ...................     3,018,658      1,442,657
                                                     -----------    -----------

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

    Total Liabilities ............................     4,362,107      1,442,657
                                                     -----------    -----------

Stockholders' Equity:
 Preferred Stock - $.0001 par value,
    10,000,000 shares authorized; Series A
    Convertible, 51 issued and outstanding
    September 30, 1998, Series B Convertible,
    38 shares issued and outstanding, Series
    C Convertible, 14 shares issued and
    outstanding, Series D Convertible, 20
    shares issued and outstanding September
    30, 1998, none issued and outstanding
    December 31, 1997  ...........................          --             --
 Common Stock - $.0001 par value, 50,000,000
    shares authorized, 13,046,742 issued and
    outstanding ..................................         1,305          1,273
 Additional Paid-In Capital ......................     5,026,307      2,244,299
 Retained Deficit ................................    (3,042,883)    (1,373,257)
                                                     -----------    -----------

    Total Stockholders' Equity ...................     1,984,729        872,315
                                                     -----------    -----------

    Total Liabilities and Stockholders' Equity ...   $ 6,346,836    $ 2,314,972
                                                     ===========    ===========









   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 Nine Months
                                           Ended September 30,             Ended September 30,
                                           1998           1997            1998             1997
                                      ------------    ------------    ------------    -------------
<S>                                   <C>             <C>             <C>             <C>       
Revenues ..........................   $    817,129    $       --      $  1,280,873    $       --
Cost of Revenues ..................        534,769            --           865,871            --
                                      ------------    ------------    ------------    ------------
Gross Margin ......................        282,360            --           415,002            --

Expenses
   General and Administrative .....        330,218         217,208       1,186,487         386,237
                                      ------------    ------------    ------------    ------------
Net loss from Continuing Operations        (47,858)       (217,208)       (771,485)       (386,237)

   Other Income (Expense) Net .....        (78,235)          1,075         (92,107)          3,007
                                      ------------    ------------    ------------    ------------

Net Loss Before Income Taxes ......       (126,093)       (216,133)       (863,592)       (383,230)
Income Tax Expense (Benefit) ......           --              --              --              --
                                      ------------    ------------    ------------    ------------

Net Loss Before Cumulative effects
of Accounting Change ..............       (126,093)       (216,133)       (863,592)       (383,230)

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

Net Loss ..........................       (126,093)       (216,133)       (948,324)       (383,230)
                                      ------------    ------------    ------------    ------------ 


Less: Preferred Dividends .........       (129,647)           --          (721,302)           --
                                      ------------    ------------    ------------    ------------
Net Loss To Common Stockholders ...   $   (255,740)   $   (216,133)   $ (1,669,626)   $   (383,230)
                                      ============    ============    ============    ============

Net Loss Per Common Share Before
Cumulative effects of Accounting
Change ............................          (0.02)          (0.01)          (0.12)          (0.02)
Cumulative effect of Accounting
Change ............................           --              --             (0.01)           --
                                      ------------    ------------    ------------    ------------

Net Loss Per Common Share- Basic
and Diluted .......................   $      (0.02)   $      (0.01)   $      (0.13)   $      (0.02)
                                      ============    ============    ============    ============ 

Weighted Average Number of
Common Shares .....................     12,823,854      12,478,428      12,766,448      10,475,680
                                      ============    ============    ============    ============
</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)
<TABLE>
<CAPTION>


                                                        For the Three Months         For the Nine Months
                                                        Ended September 30,          Ended September 30,
                                                        1998          1997           1998           1997
                                                   ------------   ------------   ------------  -------------
<S>                                                <C>            <C>            <C>            <C>         
Cash Flows from Operating Activities:
     Net loss for the period before cumulative
     effects of accounting change ..............   $  (126,093)   $  (216,133)   $  (863,592)   $  (383,230)
Adjustments to Reconcile net loss to net cash

     provided by operating activities
        Depreciation and amortization ..........        79,304           --          140,814           --
        Stock issued for services ..............        65,275           --           87,025           --
        Payment of organization costs ..........          --             --             --           (8,657)
        (Increase) decrease in:
           Inventory ...........................       (79,489)          --          (80,758)          --
           Prepaid expense .....................        (8,333)          --           22,660        (11,825)
           Deposits ............................        (4,267)          --          (30,850)        14,009
           Other ...............................      (103,645)       (30,000)      (103,645)       (30,000)
        Increase (decrease) in:
           Accounts payable and accrued expenses       160,267           --          (33,532)        17,609
                                                   -----------    -----------    -----------    -----------

Net Cash Used in Operating Activities: .........       (16,981)      (246,133)      (861,878)      (402,094)
                                                   -----------    -----------    -----------    -----------

Cash Flows From Investing Activities:
  Purchase of property and  equipment ..........    (1,511,092)      (531,482)    (3,775,168)      (646,246)
                                                   -----------    -----------    -----------    -----------

Net Cash Used by Investing Activities: .........    (1,511,092)      (531,482)    (3,775,168)      (646,246)
                                                   -----------    -----------    -----------    -----------

Cash Flows From Financing Activities:
  Issuance of convertible preferred stock ......       589,460           --        2,395,837           --
  Purchase of convertible preferred stock ......      (450,000)          --         (450,000)          --
  Issuance of common stock .....................          --          149,965           --          700,000
  Proceeds from short-term notes payable .......       110,000           --        1,860,000        149,965
  Proceeds from convertible debenture ..........     1,343,449           --        1,343,449           --
  Advances to majority stockholder .............          --             --         (364,292)          --
  Advances from majority stockholder ...........          --          176,800        113,825        190,800
                                                   -----------    -----------    -----------    -----------

Net Cash Provided by Financing Activities ......     1,592,909        326,765      4,898,819      1,040,765
                                                   -----------    -----------    -----------    -----------

Increase in Cash ...............................        64,836        450,850        261,773         (7,575)
Cash at Beginning of Period ....................       429,538        478,247        232,601         34,972
                                                   -----------    -----------    -----------    -----------

Cash at End of Period ..........................   $   494,374    $    27,397    $   494,374    $    27,397
                                                   ===========    ===========    ===========    ===========

</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>


                                          For the Three Months        For the Nine Months
                                          Ended September 30,         Ended September 30,
                                          1998         1997           1998       1997
                                       ---------  -------------    ---------  ---------
<S>                                    <C>        <C>              <C>        <C>   
Supplemental Disclosure of
  Interest and Income Taxes Paid
    Interest paid for the period ...   $   --     $         --     $   --     $   --
    Income taxes paid for the period   $   --     $         --     $   --     $   --

Supplemental Disclosure of
  Non-cash Investing and
  Financing Activities
   Leasehold Improvements
      acquired with issuance of
      common stock .................   $ 18,794   $         --     $ 27,875   $149,837
    Organization costs acquired
      with issuance of common
      Stock ........................   $   --     $         --     $   --     $    200

</TABLE>

















   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 NINE MONTHS ENDED September 30, 1998
                                   (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, 1998, are not  necessarily  indicative of
the results  that may be expected  for the year ended  December  31,  1998.  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, 1997.

2. Earnings (Loss) Per Share

     In 1997,  the  Financial  Accounting  Standards  Board issued SFAS No. 128,
"Earnings per Share" (EPS). SFAS No. 128 replaced the calculation of primary and
fully diluted  earnings per share with basic and diluted earnings per share. The
application of SFAS No. 128 had no effect of the earnings per share for the nine
months ended September 30, 1996 as previously reported.

     The effect of outstanding common stock equivalents,  including warrants and
convertible  debentures  are  antidilutive  for the three and nine months  ended
September 30, 1998 and 1997 and are thus not considered.

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


                                         For the Three Months           For the Nine Months
                                         Ended September 30,            Ended September 30,
                                        1998            1997            1998          1997
                                     -----------    ------------   ------------   ------------
<S>                                  <C>            <C>            <C>            <C>      
NUMERATOR
Net Loss Before Cumulative effects
   of Accounting Change ..........      (126,093)      (216,133)      (863,592)      (383,230)
Less: Preferred Dividends ........      (129,647)          --         (721,302)          --
Cumulative effect of Accounting
   Change on Years Prior to 1998,
   Net of Taxes ..................          --             --          (84,732)          --
                                     -----------    -----------    -----------    -----------

Net Loss To Common Stockholders ..   $  (255,740)   $  (216,133)   $(1,669,626)   $  (383,230)
                                     ===========    ===========    ===========    ===========
</TABLE>




<PAGE>
<TABLE>
<CAPTION>

<S>                                   <C>             <C>           <C>            <C>       
DENOMINATOR
Weighted Average Number of
Common Shares ...................     12,823,854      12,478,428    12,766,448     10,475,680
                                     ===========    ============   ============   ===========
</TABLE>


3.  Adoption of New Accounting Principle

     During  1998,  the Company  changed its method of  accounting  for costs of
start up  activities to conform with new  requirements  of Statement of Position
98-5 "Reporting on the Costs of Start-Up  Activities"  (SOP 98-5). The effect of
this change was to increase  net loss for the nine months  ended  September  30,
1998 by $84,732 ($0.01 per share).  Financial  Statements for 1997 have not been
restated in accordance with the provisions of SOP 98-5.

4.  Convertible Preferred Stock

     On March 2, 1998 the Company,  through  J.P.  Carey,  Inc as  underwriters,
issued 51 shares (the  "shares") of Series A Convertible  Preferred  Stock for a
total  offering  price of $1,018,315  less  underwriting  fees of $120,800.  The
shares were issued pursuant to a private  placement under Regulation D under the
Securities Act of 1933, as amended.

     In May, 1998 the Company,  through J.P. Carey, Inc as underwriters,  issued
64 shares (the  "shares") of Series B  Convertible  Preferred  Stock for a total
offering price of $1,279,980 less underwriting fees of $254,742.

     In September,  1998, the Company sold 14 shares of its Series C Convertible
Preferred Stock The Company received proceeds of approximately $239,000 from the
sale of the  securities.  As of the  date  of this  prospectus  the  shares  are
convertible  and warrants  (issued in connection with the offering) into 395,733
shares of Common Stock of the Company.

     In September,  1998, the Company sold 20 shares of its Series D Convertible
Preferred  Stock  to an  accredited  investors  pursuant  to an  exemption  from
registration  under the Section 4(2) and/or  Regulation D. The Company  received
proceeds of  approximately  $350,000 from the sale of the securities.  As of the
date of this  prospectus  the shares are  convertible  and  warrants  (issued in
connection  with the issuance of the shares) into 539,000 shares of Common Stock
of the Company.

     The shares were issued  pursuant to a private  placement  under the Section
4(2) and/or Regulation D under the Securities Act of 1933, as amended.

     Dividends  - The  shares  will pay a dividend  of 3% per annum,  payable in
arrears.  The Company may at its option,  pay interest in shares of common stock
or in cash on a quarterly  basis.  The number of shares of common  stock  issued
shall be  determined  by dividing  the cash amount of interest  then owed by the
conversion  price (as defined  herein) then in effect.  Cash  interest  shall be
calculated  based upon the actual  number of days  elapsed  during any  interest
period in a year of 360 days.


<PAGE>



     Conversion  - The  shares  are  convertible  into  common  stock at a price
("conversion  price") equal to the lower of 120% of the five trading day average
closing bid price of the common stock previous to the closing of the transaction
or the discounted average stock price on the date of conversion.  The discounted
average  stock price is defined as 75% of the  average of the daily  closing bid
prices of the common stock for the five  consecutive  trading  days  immediately
preceding the date of conversion  notice.  The Company may require conversion of
the entire balance of unconverted shares after two years from the closing date.

     Registration  - The  Company  will  be  required  to  file  a  registration
statement covering the resale of shares of common stock received upon conversion
of the shares to permit  the  holder(s)  thereof  to resell  the shares  without
restrictions.  The company will be required to file the registration  statement,
with the Securities Exchange Commission ("SEC"), using all reasonable efforts to
file within 45 days of the closing date of the  transaction.  In  addition,  the
Company shall use its best efforts to have the registration  statement  declared
effective  at the  earlier  of (a)  ninety  (90)  days from the  closing  of the
transaction or (b) five (5) days after  receiving a "No-Review"  status from the
SEC.  Such  registration  statement  shall be kept current and  effective  for a
period through twelve (12) months from the date of the closing of transaction.

     Right to Redeem - The Company also  maintains the right to redeem,  in cash
and in whole or in part,  all  unconverted  shares or shares  that have not been
submitted  to the company  for  conversion,  at a rate of 120% of the  principal
amount. The Company must give investors a 30 day notice of such a redemption.

5.  Convertible Debenture

     On July 31, and September 2, 1998, the Company sold its 3 year maturity, 8%
convertible  debenture in the  aggregate  principal  amount of  $1,500,000 to an
accredited  investor  pursuant to an exemption from  registration  under Section
4(2)  and/or  Regulation  D. The  Company  retained  proceeds  of  approximately
$933,000  from  the sale of the  securities  and  $450,000  was  applied  to the
repurchase  of 19 shares  of Series B  Convertible  Preferred  Stock  sold to an
investor on May 21, 1998. As of the date of this prospectus,  the debentures are
convertible and warrants  (issued in connection  with the offering)  exercisable
into 2,064,000 shares of Common Stock of the Company.


6.  Warrants

     In connection  with the private  placement by J.P. Carey  Securities,  Inc.
("Carey") of 51 shares of the Company's Series A Convertible  Preferred Stock on
March 20,  1998,  Carey  received  warrants  to purchase  102,000  shares of the
Company's Common Stock,  subject to adjustment.  The warrants are exercisable at
$1.49 per share and expire on March 20, 2003.

     In  connection  with the  private  placements  by Carey of 64 shares of the
Company's  Series B Convertible  Preferred  Stock in May,  1998,  Carey received
warrants  to purchase  28,000  shares of the  Company's  Common  Stock,  and its
designees,  126,000 warrants, subject to adjustment The warrants are exercisable
at $1.79 per share; 120,000 warrants expire on May 5, 2003 and 34,000 on


<PAGE>



May  22,  2003.  19  shares  of  Series  B  Convertible   Preferred  Stock  were
subsequently  redeemed  and 19,000  Warrants  expiring  On May 22,  2003 will be
canceled.

     In connection  with the private  placements by Sovereign  Capital  Advisers
("Sovereign") of 14 shares of the Company's Series C Convertible Preferred Stock
in September, 1998, Sovereign received warrants to purchase 19,600 shares of the
Company's  Common  Stock,  and  its  designees,   2,800  warrants,   subject  to
adjustment.  16,000 of the warrants are exercisable at $1.15 per share and 6,400
at $1.01. The warrants expire 5 years after their issuance.

     In connection  with the private  placement by Sovereign of 20 shares of the
Company's  Series D Convertible  Preferred Stock in September,  1998,  Excalibur
Limited Partnership  received warrants to purchase 40,000 shares and Sovereign's
designee warrants to purchase 4,000 shares of the Company's Common Stock subject
to adjustment.  40,000  warrants are exercisable at $1.45 per share and 4,000 at
$1.65 per share. The Warrants expire 5 years after their issuance.

     In  connection  with the private  placements  by  Sovereign  of  $1,500,000
principal  amount  of  the  Company's  convertible  debentures  on  July  31 and
September 2, 1998,  Sovereign received warrants to purchase 56,000 shares of the
Company's Common Stock, and its designees_8,000_warrants, subject to adjustment.
36,000  warrants  are  exercisable  at $1.38 per share and 28,000  warrants  are
exercisable  at  $1.05  per  share.  The  warrants  expire 5 years  after  their
issuance.

     The Warrant Agreement provides for adjustment of the exercise price and the
number of shares of Common Stock  purchasable  upon  exercise of the Warrants to
protect  Warrant holders  against  dilution in certain  events,  including stock
dividends, stock splits, reclassification,  and any combination of Common Stock,
or the merger, consolidation,  or disposition of substantially all the assets of
the Company.

     The  Company  has  agreed  to  "piggy-back"  registration  rights  for  the
securities  underlying  the Warrants at the Company's  expense during the during
the five years following the issuance of the Warrants.  In addition, at any time
commencing 90 days after the issuance of the warrants, the Company has agreed to
register the securities  underlying  the Warrants at the Company's  expense upon
notice from the holders.

     Wall Street  Management  Group, Inc. holds 5 year options to acquire 61,350
restricted  shares of the Company's  Common Stock at a price of $1.63 per share.
See "Certain Transactions."

     In connection with a Regulation D 504 offering completed in November, 1996,
the Company  sold  6,000,000  shares of Common Stock and Warrants to purchase an
additional  2,000,000  shares  at  $1.00  per  share.  As of the  date  of  this
Prospectus 1,100,000 Warrants remain unexercised.

7.  Certain Transactions

     During March 1998, the Company  entered into a 12 month  agreement with the
Wall Street  Group,  Inc.  ("Wall  Street")  calling for Wall Street to act as a
financial public relations counsel to the


<PAGE>



Company.  The  agreement  calls for  monthly  payments  of $5,000  for  services
rendered and grants a five year option to Wall Street to acquire  61,350  shares
of the Company's common stock at $1.63 per share.

Item 2.  Management's Discussion and Analysis or Plan of Operation.

Plan of  Operations  - Eat at  Joe's  Ltd.  Intends  to open and  operate  theme
restaurants  styled in an "American  Diner"  atmosphere  where  families can eat
wholesome,  home cooked food in a safe friendly  atmosphere.  Eat at Joe's,  the
classic American grill, is a restaurant concept that takes you back to eating in
the era when favorite old rockers were playing on chrome-spangled  jukeboxes and
neon signs reflected on shiny tabletops of the 1950's. Eat at Joe's fulfills the
diner dream with homey ambiance  that's  affordable  while  providing food whose
quality and variety is such you can eat there over and over, meal after meal. To
build on the diner experience, a retail section in each Eat at Joe's would allow
customers  to take  the  good  feelings  home  with  them,  in the  form of 50's
memorabilia.

     The Company's  expansion  strategy is to open  restaurants  either  through
Joint  Venture  agreements  or  Company  owned  units.  Units may  consist  of a
combination  of full service  restaurants  or food court  locations.  Restaurant
construction will take from 90-150 days to complete on a leased site.

     In  considering   site  locations,   the  Company   concentrates  on  trade
demographics,  such  as  traffic  volume,  accessibility  and  visibility.  High
Visibility Malls and Strip Malls in densely  populated suburbs are the preferred
locations.  The Company  also  scrutinizes  the  potential  competition  and the
profitability of national  restaurant  chains in the target market area. As part
of the expansion program,  the Company will inspect and approve each site before
approval of any joint venture or partnership.

     A typical food court unit is approximately  500 square feet,  whereas for a
full  service  operation  it is  approximately  3,500  square  feet.  Food court
operation  consists of a limited  menu.  A full service  restaurant  consists of
30-35 tables  seating  about 140- 150 people.  The bar area will hold 6-8 tables
and seats 30-35 people.

     The  restaurant  industry is an  intensely  competitive  one,  where price,
service,  location,  and food quality are critical factors. The Company has many
established  competitors,  ranging  from  similar  casual-style  chains to local
single unit operations.  Some of these  competitors have  substantially  greater
financial resources and may be established or indeed become established in areas
where the Eat at Joe's Company operates. The restaurant industry may be affected
by changes  in  customer  tastes,  economic,  demographic  trends,  and  traffic
patterns.   Factors  such  as  inflation,   increased  supplies  costs  and  the
availability of suitable employees may adversely affect the restaurant  industry
in general and the Eat at Joe's Company  Restaurant in  particular.  Significant
numbers of the Eat at Joe's  personnel  are paid at rates related to the federal
minimum wage and  accordingly,  any changes in this would  affect the  Company's
labor costs.

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,  during May 1998 two
additional restaurants were opened, and during third


<PAGE>



quarter 1998 four additional restaurants were opened and began operations.

LIQUIDITY AND CAPITAL RESOURCES

     The Company has generated minimal revenues from product sales. Revenues are
not yet sufficient to support the Company's  operating  expenses,  however,  the
Company is cautiously  optimistic  that  operating  revenues will be adequate to
meet operating expenses during the next year. Since the Company's formation,  it
has funded its operations and capital  expenditures  primarily  through  private
placements  of  debt  and  equity  securities  and  has  borrowed  approximately
$2,100,000  from  unrelated  entities as of September  30,  1998.  The notes are
payable  one year from the date of  issuance  together  with  interest  at 6.50%
A.P.R. The Company will be required to seek additional  financing in the future.
There  can be no  assurance  that such  financing  will be  available  at all or
available on terms acceptable to the Company.

     The increase in capital  resources for 1998 and 1997 is attributable to the
private placement of Preferred and Common Stock and the issuance of debt.

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

























<PAGE>



                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

     The Company is not party to any material litigation and is not aware of any
threatened litigation that would have a material adverse effect on its business.

Item 2.  Changes in Securities

     In November 1996, the Company raised $60,000  through the issuance  600,000
shares of its Common Stock and warrants to acquire 2,000,000 shares at an excise
price of $1.00 per share. The offering was exempt from registration  pursuant to
Regulation D Section  504. In 1997,  900,000  warrants  were  exercised  against
payment of $900,000.

     In  January,  1997 the  shareholders  of the Company  adopted an  agreement
whereby  5,505,000 shares of the Company's Common Stock was exchanged for a 100%
interest in E.A.J.  Holding  Corporation,  Inc. Messrs.  Joseph Fiore and Andrew
Cosenza,  Jr., the Company's Chairman and President,  were the owners of all the
outstanding shares of E.A.J.  Holding  Corporation,  Inc. The Company issued its
shares upon an exemption from registration  under Section 4(2) of the Securities
Act.

     In March,  1998,  the  Company  sold 51 shares of its Series A  Convertible
Preferred  Stock to a total of 8 accredited  investors  pursuant to an exemption
from  registration  under  the  Section  4(2)  and/or  Regulation  D  or  as  an
alternative,  Regulation  S  of  the  Act.  The  Company  received  proceeds  of
approximately  $797,000 from the sale of the securities.  As of the date of this
prospectus the shares are  convertible  and warrants  (issued in connection with
the offering) exercisable into 1,700,725 shares of Common Stock of the Company.

     On May 5 1998,  the  Company  sold 30  shares of its  Series B  Convertible
Preferred  Stock to a total of 3 accredited  investors  pursuant to an exemption
from  registration  under the  Section  4(2)  and/or  Regulation  D. The Company
received proceeds of approximately $484,,000 from the sale of the securities. As
of the date of this prospectus the shares are  convertible and warrants  (issued
in connection with the offering) exercisable into 990,064 shares of Common Stock
of the Company.

     On May 21,  1998,  the Company  sold 34 shares of its Series B  Convertible
Preferred  Stock to a total of 2 accredited  investors  pursuant to an exemption
from  registration  under the  Section  4(2)  and/or  Regulation  D. The Company
received proceeds of approximately $549,,000 from the sale of the securities. As
of the date of this prospectus the shares are  convertible and warrants  (issued
in connection  with the  offering)  excersisable  into 433,916  shares of Common
Stock of the Company.

     In September,  1998, the Company sold 14 shares of its Series C Convertible
Preferred  Stock  to 2  accredited  investors  pursuant  to  an  exemption  from
registration under the Section 4(2)


<PAGE>



and/or  Regulation D. The Company received  proceeds of  approximately  $239,000
from the sale of the  securities.  As of the date of this  prospectus the shares
are  convertible  and warrants  (issued in connection  with the  offering)  into
395,733 shares of Common Stock of the Company.

     On July 31, and  September  2, 1998,  the Company  sold its 8%  convertible
debenture in the  aggregate  principal  amount of  $1,500,000  to an  accredited
investor  pursuant to an exemption from  registration  under Section 4(2) and/or
Regulation D. The Company retained  proceeds of approximately  $933,000 from the
sale of the  securities  and $450,000 was applied to the repurchase of 19 shares
of Series B Convertible  Preferred Stock sold to an investor on May 21, 1998. As
of the date of this  prospectus,  the  debentures are  convertible  and warrants
(issued in connection with the offering)  exercisable  into 2,064,000  shares of
Common Stock of the Company.

     In September,  1998, the Company sold 20 shares of its Series D Convertible
Preferred  Stock  to an  accredited  investors  pursuant  to an  exemption  from
registration  under the Section 4(2) and/or  Regulation D. The Company  received
proceeds of  approximately  $350,000 from the sale of the securities.  As of the
date of this  prospectus  the shares are  convertible  and  warrants  (issued in
connection  with the issuance of the shares) into 539,000 shares of Common Stock
of the Company.

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
September 30, 1998.



<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 13, 1998       By:  /s/ Joseph Fiore                         
       ---------------------         -------------------
                                     Joseph Fiore
                                     C.E.O., Chairman, Secretary, Director
                                    (Principal financial and Accounting Officer)