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, 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: September 30, 1999 31,080,505

     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,
                                                     1999              1998
                                                  -----------       -----------
ASSETS:
Current Assets:
 Cash and Cash Equivalents .................      $    11,790       $   133,957
 Receivables ...............................           36,737            25,861
 Inventory .................................          440,839           184,115
 Other .....................................           15,400            21,310
 Prepaid Expense ...........................           69,140             8,333
                                                  -----------       -----------

    Total Current Assets ...................          573,906           373,576
                                                  -----------       -----------

Property and Equipment:
 Equipment .................................        1,352,769         1,632,055
 Office Furniture ..........................           65,881            76,255
 Leasehold Improvements ....................        4,330,111         4,767,308
                                                  -----------       -----------
                                                    5,748,761         6,475,618
 Less Accumulated Depreciation .............         (573,886)         (303,316)
                                                  -----------       -----------

                                                    5,174,875         6,172,302
                                                  -----------       -----------
Other Assets:
 Investments ...............................          100,000              --
 Intangible and Other Assets, Net ..........          142,644           182,483
                                                  -----------       -----------

    Total Assets ...........................      $ 5,991,425       $ 6,728,361
                                                  ===========       ===========













<PAGE>



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


                                                 (Unaudited)
                                                September 30,       December 31,
                                                     1999              1998
                                                  -----------       -----------
LIABILITIES:
Current Liabilities:
 Accounts Payable and Accrued Liabilities ..          632,951       $   488,632
 Short-Term Notes Payable ..................          335,463           635,000
 Shareholder Loans .........................          619,200           452,455
                                                  -----------       -----------

    Total Current Liabilities ..............        1,587,614         1,576,087
                                                  -----------       -----------

Convertible Debenture, net of issue costs ..        1,223,449         1,343,449
                                                  -----------       -----------

    Total Liabilities ......................        2,811,063         2,919,536
                                                  -----------       -----------

Stockholders' Equity:
 Preferred Stock - $.0001 par value,
    10,000,000 shares authorized; 28
    and 113 shares issued and outstanding
    September 30, 1999 and December 31, 1998,
    respectively ...........................             --                --
 Common Stock - $.0001 par value,
   50,000,000 shares authorized,
   31,080,505 and 16,440,755 issued and
   outstanding September 30, 1999 and
   December 31, 1998, respectively .........            3,108             1,644
 Common Stock to be Issued .................             --                 131
 Additional Paid-In Capital ................        9,452,939         7,213,400
                                                                    -----------
 Retained Deficit ..........................       (6,275,685)       (3,406,350)
                                                  -----------       -----------

    Total Stockholders' Equity .............        3,180,362         3,808,825
                                                  -----------       -----------

    Total Liabilities and Stockholders' Equity    $ 5,991,425       $ 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 Nine Months
                                     Ended September 30,             Ended September 30,
                                    1999            1998            1999            1998
                                ------------    ------------    ------------    ------------
<S>                             <C>                  <C>        <C>                <C>
Revenues ....................   $    849,717         817,129    $  2,788,033       1,280,873
Cost of Revenues ............        475,045         534,769       1,162,965         865,871
                                ------------    ------------    ------------    ------------
Gross Margin ................        374,672         282,360       1,625,068         415,002

Expenses
   Labor and Related Expenses        440,596            --         1,410,334            --
   Rent .....................        102,448            --           379,930            --
   Other General &
     Administrative .........        275,934         273,043         670,306       1,065,652
   Depreciation and
     Amortization ...........        172,631          57,175         502,824         120,835
                                ------------    ------------    ------------    ------------
Net loss from Operations ....       (616,937)        (47,858)     (1,338,326)       (771,485)

   Other Income (Expense) Net     (1,430,322)        (78,235)     (1,531,009)        (92,107)
                                ------------    ------------    ------------    ------------

Net Loss Before Income Taxes      (2,047,259)       (126,093)     (2,869,335)       (863,592)
Income Tax Expense (Benefit)            --              --              --              --
                                ------------    ------------    ------------    ------------

Net Loss Before Cumulative
effects of Accounting Change      (2,047,259)       (126,093)     (2,869,335)       (863,592)

Cumulative effect of
Accounting Change on Years
Prior to1998, Net of Taxes ..           --              --              --           (84,732)

Net Loss ....................   $(2,047,259)    $   (126,093)   $ (2,869,335)       (948,324)
                                ============    ============    ============    ============

Preferred Dividends .........           --          (129,647)           --          (721,302)
Net Loss Per Common Share-
Basic and Diluted:
Net Loss Before Cumulative
effects of Accounting Change           (0.07)          (0.02)          (0.12)          (0.12)
Cumulative effect of
Accounting Change ...........           --              --              --             (0.01)
                                ------------    ------------    ------------    ------------

Net Loss Per Common Share-
Basic and Diluted ...........   $      (0.07)   $      (0.02)   $      (0.12)   $      (0.13)
                                ============    ============    ============    ============

Weighted Average Shares
Outstanding .................     27,349,269      12,823,854      23,053,130      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)
<TABLE>
<CAPTION>


                                                         For the Nine Months
                                                         Ended September 30,
                                                         1999            1998
                                                      -----------    -----------
Cash Flows from Operating Activities:
Net loss for the period before cumulative effects of
<S>                                                   <C>            <C>
accounting change .................................   $(2,869,335)   $  (863,592)
Adjustments to Reconcile net loss to net cash
     provided by operating activities
        Depreciation and amortization .............       502,824        140,814
        Stock exchanged for goods & services ......       139,548         87,025
        Loss on disposition of assets .............     1,400,307           --
        (Increase) decrease in:
           Receivables ............................       (10,876)          --
           Inventory ..............................      (256,724)       (80,758)
           Prepaid expense ........................       (60,807)        22,660
           Other assets ...........................      (417,665)      (134,495)
        Increase (decrease) in:
           Accounts payable and accrued liabilities       144,321        (33,532)
                                                      -----------    -----------

Net Cash Used in Operating Activities: ............    (1,428,407)      (861,878)
                                                      -----------    -----------

Cash Flows From Investing Activities:
  Purchase of property and  equipment .............      (695,967)    (3,775,168)
                                                      -----------    -----------

Net Cash Used by Investing Activities: ............      (695,967)    (3,775,168)
                                                      -----------    -----------

Cash Flows From Financing Activities:
  Issuance of convertible preferred stock .........          --        1,945,837
  Issuance of common stock ........................          --             --
  Proceeds from short-term notes payable ..........     1,842,663      1,860,000
  Proceeds from convertible debenture .............          --        1,343,449
  Principal payment on notes payable ..............        (7,200)          --
  Advances to (from) majority stockholder .........       166,744       (250,467)
                                                      -----------    -----------

Net Cash Provided by Financing Activities .........     2,002,207      4,898,819
                                                      -----------    -----------

Increase in Cash ..................................      (122,167)       261,773
Cash at Beginning of Period .......................       133,957        232,601
                                                      -----------    -----------

Cash at End of Period .............................   $    11,790    $   494,374
                                                      ===========    ===========
</TABLE>

<PAGE>

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



                                                         For the Nine Months
                                                         Ended September 30,
                                                         1999            1998
                                                      -----------    -----------
Supplemental Disclosure of
  Noncash Investing and Financing Activities
    Common Stock Issued For:
        Property and Equipment ...................     $  198,500     $   27,875
        Debt converted to equity .................     $2,255,000     $     --

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

























   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 NINE MONTHS ENDED September 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 Nine month  periods  ended  September  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.

3.  Restaurant Closures

           The unaudited  Consolidated  Statement of Operations  reports  "Other
Income (Expense),  Net" for the 3RD quartet 1999 in the amount of $1,430,322. Of
this,  approximately  $1,400,000 is due to the closing,  during the quarter,  of
four restaurants, two in the U.S. and two in Canada.

           Subsequent to September 30, 1999, one additional  restaurant has been
closed.





<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, 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
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  September  30, 1999 and 1998,  the
Company had total sales of approximately $850,000 and $817,000 respectively. For
the nine months ended  September 30, 1999 and 1998,  the Company had total sales
of approximately $2,788,000 and $1,281,000 respectively.

Costs and Expenses - For the three months ended September 30, 1999 and 1998, the
Company had a net loss from  operations  of  approximately  $990,000 and $48,000
respectively. For the nine months ended September 30, 1999 and 1998, the Company
had  a net  loss  from  operations  of  approximately  $1,563,000  and  $771,000
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.

Other Income (Expense),  Net - For the 3RD quartet 1999 the Company reported net
other expenses in the amount of $1,430,322. Of this, approximately $1,400,000 is
due to the  closing,  of four  restaurants,  two in the U.S.  and two in Canada.
After its review of over one year of operating revenues from the two 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 two 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.

Subsequent to September 30, 1999, one additional restaurant has been closed.

LIQUIDITY AND CAPITAL RESOURCES

     For the nine months  ended  September  30, 1999 and 1998,  the Company used
$1,428,000 and $862,000 in cash flow from operating activities.



<PAGE>



     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 Nine  months  ended
September  30,  1999  and 1998  the  company  paid  approximately  $696,000  and
$3,775,000, respectively for property and equipment..

     During  the nine  months  ended  September  30,  1999 and 1998 the  Company
borrowed approximately $1,843,000 and $1,860,000,  respectively, the majority of
which was  subsequently  converted into Common Stock of the Company.  During the
Nine  months  ended  September  30,  1998,  the  Company  raised   approximately
$3,289,000  (net of  issuance  costs)  through the sale of  preferred  stock and
debentures  which are  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
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.



<PAGE>



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 September 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:     November 15, 1999               By:    /s/ Joseph Fiore
       -------------------------          --------------------------------------
                                          Joseph Fiore
                                          C.E.O., Chairman, Secretary, Director



DATE:     November 15, 1999                By:    /s/ Gary Usling
       -------------------------           -------------------------------------
                                           Gary Usling
                                           C.F.O., Director