[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, 1997
                     
       [  ]   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        


           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
the common equity, as of the latest practical date:
    September 30, 1997 12,528,428            

     Transitional Small Business Disclosure Format (check one).
Yes      ;  No   x 
<PAGE>                PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                             EAT AT JOE'S LTD.
                     (A Development Stage Company)
                      CONSOLIDATED BALANCE SHEETS

                                                                                
                                           (Unaudited)
                                          September 30,       December 31,
                                              1997                 1996        
Assets:                              
Current Assets:
 Cash and Cash Equivalents              $    27,397           $   34,972
 Prepaid Expense                             15,800                3,975
 Deposits                                         -               25,000
    Total Current Assets                     43,197               63,947

Property and Equipment:
 Office Equipment                             1,000                    -
 Leasehold Improvements                      12,495                    -
    Total Property and Equipment             13,495                    -

Other Assets:
 Security Deposits                           10,991                    -
 Organization Costs                           8,857                    -
 Receivable - Employee                       30,000                    -
 Deferred Development Costs                 782,588                    -
    Total Other Assets                      832,436                    -

    Total Assets                         $  889,128           $   63,947















                             EAT AT JOE'S LTD.
                     (A Development Stage Company)
                      CONSOLIDATED BALANCE SHEETS
                              (Continued)

                                                                                
                                         (Unaudited)
                                        September 30,       December 31,
                                            1997                1996         
Liabilities:
 Accounts Payable                      $   23,634           $   7,235
 Accrued Liabilities                        1,210                   -
 Notes Payable                            149,965                   -
 Loans from Stockholders                  190,800                   -
    Total Liabilities                     365,609               7,235

Stockholders' Equity:
 Preferred Stock - $.0001
  par value, 10,000,000 shares
  authorized; none issued and
  outstanding
 Common Stock - $.0001
  par value, 50,000,000 shares
  authorized, 12,528,428 and 
  6,328,428 issued and
  outstanding, respectively.                1,253                633
 Additional paid-In Capital             1,301,660            452,243
  Contributed Capital                     672,659            672,659
  Deficit Accumulated During 
  the Development Stage                (1,452,053)        (1,068,823)
    Total Stockholders' 
       Equity                             523,519             56,712
    Total Liabilities and 
       Stockholders' Equity          $    889,128         $   63,947













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

                             EAT AT JOE'S LTD.
                      (A Development Stage Company)
                  CONSOLIDATED STATEMENTS OF OPERATIONS
                                (Unaudited)                               

                                                                               
                                                                  Cumulative
                                                                     Since  
                    For the Three Months  For the Nine Months    Inception of
                    Ended September 30,   Ended September 30,    Development
                      1997      1996       1997        1996         Stage     

Revenues:           $      -   $     -    $     -    $     -      $       -

Expenses:
 General &
  Administrative     217,208         -    386,237     10,000        395,587
 Amortization of
  organizational costs     -         -          -          -          6,244

  Net Income (Loss)
  From Operations   (217,208)        -   (386,237)   (10,000)      (401,831)

 Other Income
  (Expense) Net        1,075         -      3,007          -         15,920

Income (Loss)
 From Operations
 Before Income
 Taxes              (216,133)        -   (383,230)   (10,000)      (385,911) 

Provision For (Benefit From)
  Income Taxes             -         -          -          -              -
Discontinued
 Operations, Net           -         -          -          -     (1,066,142)

Net Loss          $ (216,133)  $     - $ (383,230) $ (10,000)   $(1,452,053)

Net Loss
 Per Common Share  $    (.01)  $     -  $    (.02)  $   (.05)

Weighted Average Shares
  Outstanding     12,478,428   328,428 10,475,680    211,212











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

                             EAT AT JOE'S LTD.
                     (A Development Stage Company)
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)

                                                                                
                                                                   Cumulative
                                                                      Since
                                                                    Inception
                                        For the Nine Months             of
                                        Ended September 30,        Development
                                         1997         1996            Stage  

Cash Flows From Operating Activities:

Net loss for the period              $ (383,230)   $      -      $ (1,452,053)

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        (8,857)          -          (14,901)
    Amortization of organization costs        -           -            6,244
    (Increase) decrease in
       prepaid expense                  (11,825)          -          (15,800)
    (Increase) decrease in deposits      14,009           -          (10,991)
    (Increase) decrease in
       employee receivable              (30,000)          -          (30,000)
    Increase (decrease) in
     accounts payable                    16,399     (10,000)          23,634
     accrued expenses                     1,210           -            1,210
     accrued interest payable                 -           -            8,707
    Contributed capital for
      operating costs                         -           -              350

Net Cash Used in Operating Activities: (402,094)    (10,000)        (804,089)

Cash Flows From Investing Activities:
  Principal collected on notes receivable     -           -          199,727
  Payment of Deferred Development
   Costs                               (632,751)          -         (632,751)
  Purchase of property and equipment    (13,495)          -          (79,156)
  Proceeds from sale of property
    and equipment                             -           -           18,369

Net Cash Provided by Investing
  Activities:                          (646,246)          -         (493,811)


                              EAT AT JOE'S LTD.
                       (A Development Stage Company)
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (Unaudited)
                               (Continued)
                                                                                
                                                                   Cumulative
                                                                      Since
                                                                    Inception
                                       For the Nine Months              of
                                       Ended September 30,         Development
                                        1997        1996              Stage     

Cash Flows From Financing Activities:

  Issuance of common stock            700,000      10,000           1,026,676
  Payments on long-term debt                -           -             (36,307)
  Proceeds from long-term debt        149,965           -             149,965
  Advances to (from) majority     
    stockholder                       190,800           -             184,963

Net Cash Used in Financing 
  Activities                        1,040,765      10,000           1,325,297

Increase (Decrease) in Cash            (7,575)          -              27,397

Cash at Beginning of Period            34,972           -                   -

Cash at End of Period              $   27,397   $       -          $   27,397

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
    Deferred development costs
      acquired with issuance
      of common stock              $  149,837   $       -          $  149,837
    Organization costs acquired with
       issuance of common stock    $      200   $       -          $      200

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

                              EAT AT JOE'S LTD.
                       (A Development Stage Company)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
                               (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 period ended September 30, 1997, are not 
necessarily indicative of the results that may be expected for the year ended 
December 31, 1997.  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, 1996.

2.Purchase of Subsidiaries

     On February 14, 1997 the shareholders of the Company approved  an 
agreement whereby 5,500,000 shares of the Company's common stock was exchanged 
for a 100% interest in E.A.J. Holding Corporation, Inc. ("Holding"), a 
Delaware corporation.  Holding, which was organized on February 14, 1997, had 
total assets with a historical cost value of $150,037, consisting of the Eat 
at Joe's trade mark, business plan, graphics, illustrations/renderings, 
corporate brochure and website with a historical value of $149,837, 
organization costs of $200 and no liabilities on the date of the exchange.

     During March, 1997 Holding acquired 100% of the issued and outstanding 
stock of E.A.J.: PHL, Airport Inc. ("PHL Airport"), a Pennsylvania corporation 
organized August 19, 1996 for $25,000.  At the time of the acquisition PHL 
Airport had assets with a historical cost value of $37,500, consisting of 
developmental costs and organizational costs and liabilities of $12,500.

     These transactions have been accounted for as a reorganization of 
ownership interests between related parties as if it were a "Pooling of 
Interests."  Accordingly, assets and liabilities are reflected at their 
historical values.  Shareholders' equity has been restated to reflect shares 
exchanged in the reorganization as outstanding as of January 1, 1997, and 
income and expenses have been presented since January 1, 1997.

3.Subsequent Events

     Subsequent to September 30, 1997, the Company received $170,000 
additional cash by issuing notes payable at 10 1/2% interest.







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 or Plan of Operations in the Company's annual report 
on Form 10-KSB for the year ended December 31, 1996.

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 nine months ended September 30, 1997 the Company 
continued to be a development stage company and has not begun principal
operations.

Plan of Operations -     With the acquisition of E.A.J.:PHL Airport, Inc. the 
Company has commenced the first stage of the implementation of its business 
plan whereby it intends to open and operate theme restaurants styled in an 
"American Diner" atmosphere.

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 
borrowings, 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.

     On April 16, 1997 300,000 warrants were exercised with the $300,000 
becoming available for operating capital of the Company.

<PAGE>
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.

     On February 14, 1997 the Shareholders approved the acquisition of E.A.J. 
Holding Corporation, Inc. (A newly organized Delaware corporation) for the 
issuance of 5,500,000 shares of the Company's common stock.

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, 1997.

<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, 1997           By:   /s/ 
                                         Joe Fiore
                                         Chief Executive Officer, & Director
                                         (Principal financial and
                                         Accounting Officer)