[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:     June 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: August 13, 1998 12,733,805

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



<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

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


                                                  (Unaudited)
                                                    June 30,        December 31,
                                                      1998             1997
                                                  -----------       -----------
ASSETS:
Current Assets:
 Cash and Cash Equivalents .................      $   429,538       $   232,601
 Inventory .................................            8,757             7,488
 Other .....................................              400               400
 Prepaid Expense ...........................             --              30,993
 Deposits ..................................           39,284            12,701
                                                  -----------       -----------

    Total Current Assets ...................          477,979           284,183
                                                  -----------       -----------

Property and Equipment:
 Equipment .................................          942,929           279,667
 Office Furniture ..........................            8,626             1,000
 Leasehold Improvements ....................        3,120,287           665,643
                                                  -----------       -----------
                                                    4,071,842           946,310
 Less Accumulated Depreciation .............          (65,556)          (11,546)
                                                  -----------       -----------

                                                    4,006,286           934,764
                                                  -----------       -----------

Other Assets:
 Intangible and Other Assets, Net ..........          256,482           234,569
 Deferred Development Costs ................             --             861,456
                                                  -----------       -----------

    Total Other Assets .....................          256,482         1,096,025
                                                  -----------       -----------

    Total Assets ...........................      $ 4,740,747       $ 2,314,972
                                                  ===========       ===========










<PAGE>



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


                                                    (Unaudited)
                                                      June 30,      December 31,
                                                        1998            1997
                                                    -----------     -----------
LIABILITIES:
Current Liabilities:
 Accounts Payable ..............................    $    90,014     $   347,295
 Short-Term Notes Payable ......................      2,054,940         304,940
 Shareholder Loans .............................        452,455         702,922
                                                    -----------     -----------

    Total Liabilities ..........................      2,597,409       1,355,157
                                                    -----------     -----------

Stockholders' Equity:
 Preferred  Stock - $.0001 par value,
    10,000,000 shares authorized; Series A
    Convertible, 51 issued and outstanding
    June 30, 1998, Series B Convertible,
    64 shares issued and outstanding
    June 30, 1998, none issued and
    outstanding December 31, 1997  .............              1            --
 Common Stock - $.0001 par value,
    50,000,000 shares authorized,
    12,733,805 issued and outstanding ..........          1,273           1,273
 Additional Paid-In Capital ....................      4,045,263       2,244,299
 Retained Deficit ..............................     (1,903,199)     (1,285,757)
                                                    -----------     -----------

    Total Stockholders' Equity .................      2,143,338         959,815
                                                    -----------     -----------

    Total Liabilities and
    Stockholders' Equity .......................    $ 4,740,747     $ 2,314,972
                                                    ===========     ===========















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


<PAGE>
<TABLE>



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

<CAPTION>


                                          For the Three Months         For the Six Months
                                             Ended June 30,               Ended June 30,
                                         1998            1997          1998           1997
                                     ------------   ------------   ------------   -----------
<S>                                  <C>            <C>            <C>            <C>    

Revenues ..........................  $    316,397   $       --     $    463,744   $      --
Cost of Revenues ..................       210,355           --          331,102          --
                                     ------------   ------------   ------------   -----------

Gross Margin ......................       106,042           --          132,642          --

Expenses
   General and Administrative .....       372,521        130,171        756,107       169,029
                                     ------------   ------------   ------------   -----------

Net loss from Continuing Operations      (266,479)      (130,171)      (623,465)     (169,029)

   Other Income (Expense) Net .....            35          1,926            611         1,932
                                     ------------   ------------   ------------   -----------

Net Loss Before Income Taxes ......      (266,444)      (128,245)      (622,854)     (167,097)
Income Tax Expense (Benefit) ......          --             --             --            --
                                     ------------   ------------   ------------   -----------

Net Loss ..........................  $   (266,444)  $   (128,245)  $   (622,854)  $  (167,097)
                                     ============   ============   ============   ===========

Net Loss Per Share
 - Basic and Diluted ..............  $      (0.02)  $      (0.01)  $      (0.05)  $     (0.02)

Weighted Average Number of
Common Shares .....................    12,733,805     12,478,977     12,733,805     9,466,549
                                     ============   ============   ============   ===========













   The accompanying notes are an integral part of these financial statements.
</TABLE>


<PAGE>

<TABLE>


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

<CAPTION>


                                                  For the Three Months     For the Six Months
                                                     Ended June 30,           Ended June 30,
                                                   1998         1997        1998          1997
                                               -----------   ---------   -----------   ---------
<S>                                            <C>           <C>         <C>           <C>  
Cash Flows from Operating Activities:
     Net loss for the period ................  $  (266,444)  $(128,245)  $  (622,854)  $(167,097)
Adjustments to Reconcile net loss to net cash
     provided by operating activities
        Depreciation and amortization .......       47,543        --          56,426        --
        Payment of organization costs .......      (24,329)       --         (24,329)     (8,657)
        (Increase) decrease in:
           Inventory ........................       (2,127)       --          (1,269)       --
           Prepaid expense ..................        8,333     (12,750)       30,993     (11,825)
           Deposits .........................       (8,683)       --         (26,583)     14,009
        Increase (decrease) in:
           Accounts payable .................     (132,167)      4,734      (257,281)     16,399
           Accrued expenses .................         --        (7,235)         --         1,210
                                               -----------   ---------   -----------   ---------

Net Cash Used in Operating Activities: ......     (377,874)   (143,496)     (844,897)   (155,961)
                                               -----------   ---------   -----------   ---------

Cash Flows From Investing Activities:
  Payment of deferred development costs .....         --       (54,892)         --      (101,269)
  Purchase of property and  equipment .......   (1,867,265)       --      (2,264,076)    (13,495)
                                               -----------   ---------   -----------   ---------

Net Cash Used by Investing Activities: ......   (1,867,265)    (54,892)   (2,264,076)   (114,764)
                                               -----------   ---------   -----------   ---------

Cash Flows From Financing Activities:
  Issuance of convertible preferred stock ...    1,008,747        --       1,806,377        --
  Issuance of common stock ..................         --       300,000          --       700,000
  Proceeds from short-term notes payable ....      795,000        --       1,750,000        --
  Advances to (from) majority stockholder ...       43,825        --        (250,467)     14,000
                                               -----------   ---------   -----------   ---------

Net Cash Provided by Financing Activities ...    1,847,572     300,000     3,305,910     714,000
                                               -----------   ---------   -----------   ---------

Increase in Cash ............................     (397,567)    101,612       196,937     443,275
Cash at Beginning of Period .................      827,105     376,635       232,601      34,972
                                               -----------   ---------   -----------   ---------

Cash at End of Period .......................  $   429,538   $ 478,247   $   429,538   $ 478,247
                                               ===========   =========   ===========   =========



</TABLE>



<PAGE>

<TABLE>


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

<CAPTION>


                                                     For the Three Months          For the Six Months
                                                         Ended June 30,               Ended June 30,
                                                     1998            1997          1998           1997
                                                -------------   -------------  -------------  -------------
<S>                                             <C>             <C>            <C>            <C> 
Supplemental Disclosure of
  Interest and Income Taxes Paid
    Interest paid for the period .............  $      (4,459)  $        --    $        --    $        --
    Income taxes paid for the period .........  $       1,271   $        --    $       3,871  $        --

Supplemental Disclosure of
  Non-cash Investing and
  Financing Activities
    Deferred development costs
      acquired with issuance of
      common stock ...........................  $        --     $        --    $        --    $     149,837
    Organization costs acquired
      with issuance of common
      Stock ..................................  $        --     $        --    $        --    $         200





















   The accompanying notes are an integral part of these financial statements.
</TABLE>


<PAGE>



                       EAT AT JOE'S LTD., AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 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
six month period  ended June 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.  Series A and Series B 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.  The shares were  issued  pursuant to a private
placement under 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.

     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


<PAGE>



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.

     In connection with the private placements,  the Company has issued warrants
to purchase 256,000 shares of the Company's common stock, subject to adjustment.
The warrants are  exercisable at $1.49 - $1.79 per share and expire on March 20,
2003 - May 22, 2003.

     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.

3.  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 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.
















<PAGE>



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.  On December 12, 1995 the Company was  reactivated and
since that date until  November  1997 the Company  continued to be a development
stage  company  and had not begun  principal  operations.  During  November  and
December, 1997 two restaurants were opened and began operations.





<PAGE>



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.  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.

     There are no formal  commitments  from banks or other  lending  sources for
lines of credit or similar short-term borrowing.

     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

     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.  The shares were  issued  pursuant to a private
placement under Regulation D under the Securities Act of 1933, as amended.

     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.

     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.

     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.

     In connection with the private placements,  the Company has issued warrants
to purchase 256,000 shares of the Company's common stock, subject to adjustment.
The warrants are  exercisable at $1.49 - $1.79 per share and expire on March 20,
2003 - May 22, 2003.

     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


<PAGE>



of Common Stock, or the merger,  consolidation,  or disposition of substantially
all the assets of the Company.

     The Board of  Directors  of the  company is  authorized  to issue,  without
further  stockholder  approval,  up to 10,000,000 shares of preferred stock from
time to  time  in one or  more  series  and to fix  such  designations,  powers,
preferences and relative voting, distribution,  dividend, liquidation, transfer,
redemption,   conversion   and  other   tights,   preferences,   qualifications,
limitations  or  restrictions  thereon.  Any such  preferred  stock  could  have
priority  over common stock as to dividends  and as to the  distribution  of the
Company's assets upon any liquidation, dissolution or winding up of the Company.

     The right of  holders of common  stock may become  subject in the future to
prior and superior  rights and  preferences  in the event the Board of Directors
establishes  one or more  additional  classes  of common  stock,  or one or more
additional series of preferred stock.

Item 3.  Defaults Upon Senior Securities

     None.

Item 4.  Submission of Matters to a Vote of Security Holders.

     None

Item 5.  Other Information

     None.

Item 6.  Exhibits and Reports on Form 8-K

     The Company did not file a report on Form 8-K during the three months ended
June 30, 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:  August 14, 1998         By:    /s/ Joseph Fiore
      -----------------              -------------------
                                     Joseph Fiore
                                     C.E.O., Chairman, Secretary, Director
                                    (Principal financial and Accounting Officer)


<PAGE>