UNITED STATES
                       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: March 31, 2000
                                                ----------------

             [ ] 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

                      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: March 31, 2000 43,578,303
                                                  -----------------------------

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



<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                         INDEPENDENT ACCOUNTANT'S REPORT



Eat at Joe's, Ltd.


           We have  reviewed the  accompanying  balance  sheets of Eat at Joe's,
Ltd. as of March 31, 2000, and the related  statements of  operations,  and cash
flows for the three month period then ended. These financial  statements are the
responsibility of the Company's management.

           We conducted our review in accordance  with standards  established by
the  American  Institute of Certified  Public  Accountants.  A review of interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.

           Based on our review,  we are not aware of any material  modifications
that should be made to the accompanying  financial  statements for them to be in
conformity with generally accepted accounting principles.

                                                    Respectfully submitted

                                                    /s/ Robison, Hill & Co.
                                                    Certified Public Accountants

Salt Lake City, Utah
May 4, 2000


<PAGE>

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




                                                       March 31,    December 31,
                                                        2000           1999
                                                     -----------    -----------
ASSETS
Current Assets:

Cash and cash equivalents ........................   $      --      $      --
Receivables ......................................         2,032         10,439
Inventory ........................................        35,716         46,050
Prepaid expense ..................................        79,440         76,442
Deposits .........................................         1,710          1,710
                                                     -----------    -----------

     Total Current Assets ........................       118,898        134,641
                                                     -----------    -----------

Property and equipment:
Equipment ........................................       879,481        879,441
Furniture & Fixtures .............................        47,239         47,239
Leasehold improvements ...........................     2,212,291      2,212,291
                                                     -----------    -----------
                                                       3,139,011      3,138,971
Less accumulated depreciation ....................      (644,336)      (547,669)
                                                     -----------    -----------

                                                       2,494,675      2,591,302
                                                     -----------    -----------

Other Assets:
Investments ......................................       100,000        100,000
Intangible and other assets net of amortization
  of $33,160 and $28,884, respectively ...........       121,707        125,954
                                                     -----------    -----------

     Total Assets ................................   $ 2,835,280    $ 2,951,897
                                                     ===========    ===========













<PAGE>

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




                                                     March 31,      December 31,
                                                       2000            1999
                                                   ------------    ------------
LIABILITIES
Current Liabilities:
Accounts payable and accrued liabilities .......   $    742,141    $    735,775
Short-term notes payable .......................        374,139         342,926
Shareholders loans .............................        839,642         724,760
                                                   ------------    ------------


     Total Current Liabilities .................      1,955,922       1,803,461
                                                                   ------------

                                                   ------------    ------------

Convertible Debentures, Net of Issue Costs .....      1,287,309       1,383,290
                                                   ------------    ------------

     Total Liabilities .........................      3,243,231       3,186,751
                                                   ------------    ------------

STOCKHOLDERS EQUITY
Preferred stock - $0.0001 par value. 10,000,000
   shares authorized; -0- and 2 shares issued
   and outstanding .............................           --              --
Common Stock - $0.0001 par value ...............     50,000,000
   shares Authorized.43,578,303 and 41,874,680
   issued and outstanding, respectively ........          4,358           4,187
Additional paid-in capital .....................      9,773,056       9,619,060
Retained deficit ...............................    (10,185,365)     (9,858,101)
                                                   ------------    ------------

     Total Stockholders' Equity ................       (407,951)       (234,854)
                                                   ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .....   $  2,835,280    $  2,951,897
                                                   ============    ============












                 See accompanying notes and accountants' report.

<PAGE>

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





                                                   For the three months ended
                                                           March 31,
                                                  -----------------------------
                                                      2000             1999
                                                  ------------     ------------

Revenues .....................................    $    532,114     $    846,995
Cost of Revenues .............................         195,853          258,080
                                                  ------------     ------------
Gross Margin .................................         336,261          588,915

Expenses

   Labor and Related Expenses ................         238,258          374,407
   Rent ......................................          61,710           48,248
   Other General and Administrative ..........         229,616          126,619
                                                  ------------     ------------
Income (Loss) Before Depreciation
      and Amortization .......................        (193,323)         (39,641)
   Depreciation and Amortization .............         100,913          154,306
                                                  ------------     ------------

Net Loss from Continuing Operations ..........        (294,236)        (114,665)
                                                  ------------     ------------

Other Income (Expense)
   Interest, Net .............................         (32,553)         (53,669)
                                                  ------------     ------------

Net Loss Before Income Taxes .................        (326,789)        (168,334)
Income Tax Expense (Benefit) .................             475              475
                                                  ------------     ------------

Net Loss To Common Stockholders ..............    $   (327,264)    $   (168,809)
                                                  ============     ============

Basic and Diluted Loss Per Common Share ......    $      (0.01)    $      (0.01)
                                                  ============     ============

Weighted Average Number of Common Shares .....      42,943,178       18,447,889
                                                  ============     ============










                 See accompanying notes and accountants' report.

<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>


                                                          For the three months ended
                                                                   March 31,
                                                            ----------------------
                                                               2000         1999
                                                            ---------    ---------
Cash Flows From Operating Activities
<S>                                                         <C>          <C>
   Net loss for the period ..............................   $(327,264)   $(168,809)
Adjustments to reconcile net loss to net cash
   Provided by operating activities
     Depreciation and Amortization ......................     100,913      154,306
     Stock issued for services and expenses .............      29,167       10,000
     Decrease (Increase) in Receivables .................       8,407       (6,324)
     Decrease (Increase) in inventory ...................      10,334     (255,101)
     Decrease (Increase) in other assets ................        --       (614,736)
     Decrease (Increase) in prepaid expense .............      (2,998)      (7,696)
     Increase in accounts payable and accrued liabilities      35,228      163,528
                                                            ---------    ---------
Net Cash Provided by (Used in) Operating Activities .....    (146,213)    (724,832)
                                                            ---------    ---------

Cash Flows From Investing Activities

   Purchase of property and equipment ...................        --       (114,845)
                                                            ---------    ---------
Net Cash Provided by Investing Activities ...............        --       (114,845)
                                                            ---------    ---------

Cash Flows From Financing Activities

   Advances from majority stockholders ..................     115,000         --
   Proceeds from short-term notes payable ...............      31,213      895,000
                                                            ---------    ---------

Net Cash Provided by Financing Activities ...............     146,213      895,000
                                                            ---------    ---------

Increase (Decrease) in Cash .............................        --         55,323
Cash at beginning of period .............................        --        133,957
                                                            ---------    ---------

Cash at End of Period ...................................   $    --      $ 189,280
                                                            =========    =========


Supplemental Disclosure of Interest and Income Taxes Paid

   Interest paid during the period ......................   $    --           --
                                                            =========    =========
   Income taxes paid during the period ..................   $     700    $   2,725
                                                            =========    =========

Supplemental Disclosure of Non-cash Investing
 and Financing Activities:     None
</TABLE>

                 See accompanying notes and accountants' report.


<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           This  summary  of  accounting  policies  for Eat At Joe's,  Ltd.  And
subsidiaries  is presented to assist in  understanding  the Company's  financial
statements.  The accounting  policies conform to generally  accepted  accounting
principles  and  have  been  consistently  applied  in  the  preparation  of the
financial statements.

           The unaudited  financial  statements as of March 31, 2000 and for the
three months then ended reflect,  in the opinion of management,  all adjustments
(which include only normal recurring  adjustments) necessary to fairly state the
financial  position and results of operations  for the three  months.  Operating
results for interim periods are not necessarily  indicative of the results which
can be expected for full years.

Organization and Basis of Presentation

           Eat At Joe's  Ltd.  (Company)  was  incorporated  on January 6, 1988,
under the laws of the State of Delaware, as a wholly-owned  subsidiary of Debbie
Reynolds Hotel and Casino,  Inc. (DRHC) (formerly Halter Venture  Corporation or
Halter  Racing  Stables,  Inc.) a  publicly-owned  corporation.  DRHC caused the
Company  to  register  1,777,000  shares of its  initial  12,450,000  issued and
outstanding  shares of common stock with the Securities and Exchange  Commission
on Form S-18. DRHC then distributed the registered shares to DRHC stockholders.

            During the period  September  30, 1988 to  December  31,  1992,  the
Company  remained in the development  stage while attempting to enter the mining
industry.  The Company  acquired  certain  unpatented  mining claims and related
equipment necessary to mine,  extract,  process and otherwise explore for kaolin
clay, silica, feldspar,  precious metals, antimony and other commercial minerals
from its majority stockholder and other unrelated third-parties. The Company was
unsuccessful  in these start-up  efforts and all activity was ceased during 1992
as a result of foreclosure on various loans in default and/or the abandonment of
all assets.

           From 1992 until 1996 the  Company  has had no  operations,  assets or
liabilities.

<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                   (Continued)


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

Principles of Consolidation

           The consolidated  financial statements include the accounts of Eat At
Joe's, LTD. And its wholly-owned  subsidiarys,  E.A.J.  Holding  Corporation,  a
Delaware  corporation  ("Holding"),  E.A.J.  PHL  Airport,  Inc. a  Pennsylvania
corporation,  Eat At Joe's U. of P.,  Inc. a  Pennsylvania  corporation,  E.A.J.
Cherry Hill, Inc., a New Jersey corporation,  Eat At Joe's Harborplace,  Inc., a
Maryland corporation,  Eat At Joe's Neshaminy,  Inc. a Pennsylvania corporation,
Eat At Joe's Plymouth,  Inc., a Pennsylvania  corporation,  E.A.J. Echelon Mall,
Inc.,  a  New  Jersey  corporation,   E.A.J.   Gallery,   Inc.,  a  Pennsylvania
corporation,   E.A.J.  Moorestown,  Inc.,  a  New  Jersey  corporation,   E.A.J.
Shoppingtown,Inc.,  a New York  corporation,  Eat at  Joe's U of P 40th  Street,
Inc., a Pennsylvania  corporation,  Eat at Joe's Owings Mills,  Inc., a Maryland
corporation,  and 1337855  Ontario.  All significant  intercompany  accounts and
transactions have been eliminated.

Nature of Business

           The Company is developing, owns and operates theme restaurants styled
in an "American Diner" atmosphere.

Inventories

           Inventories  consist of food,  paper items and related  materials and
are stated at the lower of cost (first-in, first-out method) or market.

Income Taxes

           The Company  accounts for income taxes under the  provisions  of SFAS
No. 109,  "Accounting  for Income  Taxes." SFAS No.109  requires  recognition of
deferred  income tax assets and  liabilities  for the expected future income tax
consequences,  based on enacted tax laws, of temporary  differences  between the
financial reporting and tax bases of assets and liabilities.

<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                   (Continued)


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Depreciation

           Office furniture, equipment and leasehold improvements, are stated at
cost.  Depreciation and amortization are computed using the straight-line method
over the estimated economic useful lives of the related assets as follows:

                Furniture & Fixtures                               5-10 years
                Equipment                                          5-  7 years
                Leasehold improvements                             8-15 years

           Maintenance  and repairs are charged to operations;  betterments  are
capitalized.  The  cost  of  property  sold  or  otherwise  disposed  of and the
accumulated  depreciation  thereon are eliminated  from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.

Amortization

           Intangible assets are amortized over useful life of 10 years.

           The Company has adopted the Financial Accounting Standards Board SFAS
No., 121,  "Accounting  for the  Impairment of Long-lived  Assets." SFAS No. 121
addresses  the  accounting  for (i)  impairment of  long-lived  assets,  certain
identified  intangibles and goodwill  related to assets to be held and used, and
(ii) long-live lived assets and certain identifiable  intangibles to be disposed
of.  SFAS No. 121  requires  that  long-lived  assets and  certain  identifiable
intangibles  be held and used by an entity be reviewed for  impairment  whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be  recoverable.  If the sum of the expected  future cash flows from the
used of the  asset  and  its  eventual  disposition  (undiscounted  and  without
interest  charges) is less than the carrying  amount of the asset, an impairment
loss is recognized.

Pervasiveness of Estimates

           The preparation of financial  statements in conformity with generally
accepted  accounting  principles  required  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                   (Continued)


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Concentration of Credit Risk

           The Company has no significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign  hedging  arrangements.  The Company  maintains the majority of its cash
balances with one financial institution, in the form of demand deposits.

Cash and Cash Equivalents

           For purposes of the  statement of cash flows,  the Company  considers
all highly liquid debt instruments  purchased with a maturity of three months or
less to be cash  equivalents  to the  extent  the funds  are not being  held for
investment purposes.

Earnings (Loss) Per Share

           Diluted  net  income  per  common  share was  calculated  based on an
increased number of shares that would be outstanding  assuming that the warrants
are  converted  to  common  shares.  The  effect  of  outstanding  common  stock
equivalents are anti-dilutive for 2000 and 1999 and are thus not considered.

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

                                      For the three months ended March 31, 2000
                                      -----------------------------------------
                                                                      Per Share
                                        Income          Shares         Amount
                                      ----------      ----------     ----------
                                     (Numerator)    (Denominator)
Basic EPS
Net Loss to common
shareholders ....................     $ (327,264)     42,943,178     $    (0.01)
                                      ==========      ==========     ==========




<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                   (Continued)


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

Earnings (Loss) Per Share (Continued)

                                      For the three months ended March 31, 1999
                                      -----------------------------------------
                                                                      Per Share
                                        Income          Shares         Amount
                                      ----------      ----------     ----------
                                     (Numerator)    (Denominator)
Basic EPS
Net Loss to common
shareholders ....................     $ (168,809)     18,447,889     $    (0.01)
                                      ==========      ==========     ==========

Reclassifications

           Certain  reclassifications  have  been  made  in the  1999  financial
statements to conform with the 2000 presentation.

NOTE 2 - SHORT-TERM NOTES PAYABLE

           Short-Term Notes Payable consist of loans from unrelated  entities as
of March 31, 2000 and December 31, 1999. The notes are payable one year from the
date of issuance together with interest at 6.50% A.P.R.

NOTE 3 - INCOME TAXES

           As of December 31, 1999, the Company had a net operating loss ("NOL")
carry  forward for income tax  reporting  purposes of  approximately  $8,320,000
available to offset future taxable income. This net operating loss carry forward
expires at various dates between December 31, 2003 and 2013. A loss generated in
a particular year will expire for federal tax purposes if not utilized within 15
years.  Additionally,  the Internal Revenue Code contains provisions which could
reduce  or limit the  availability  and  utilization  of these  NOLs if  certain
ownership  changes have taken place or will take place.  In accordance with SFAS
No. 109, a valuation  allowance is provided when it is more likely than not that
all or some portion of the  deferred tax asset will not be realized.  Due to the
uncertainty  with respect to the ultimate  realization  of the NOLs, the Company
established a valuation  allowance for the entire net deferred  income tax asset
of $2,829,000  as of December 31, 1999.  Also  consistent  with SFAS No. 109, an
allocation  of the  income  (provision)  benefit  has been made to the loss from
continuing operations.

<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                   (Continued)


NOTE 4 - PURCHASE OF SUBSIDIARIES

           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.

NOTE 5 - RENT AND LEASE EXPENSE

           The Company occupies various retail  restaurant space under operating
leases beginning October 1997 and expiring at various dates through 2012.

           The minimum  future  lease  payments  under these leases for the next
five years are:

        Year Ended December 31,                     Real Property    Equipment
---------------------------------------               -----------   -----------
           2000                                       $   360,036   $      --
           2001                                           360,036          --
           2002                                           360,036          --
           2003                                           360,036          --
           2004                                           360,036          --
           Thereafter                                   2,196,492          --
                                                      -----------   -----------

           Total minimum future lease payments        $ 3,996,672   $      --
                                                      ===========   ===========

           The leases  generally  provides that  insurance,  maintenance and tax
expenses  are  obligations  of the  Company.  It is expected  that in the normal
course of business,  leases that expire will be renewed or replaced by leases on
other properties.

<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                   (Continued)


NOTE 6 - RELATED PARTY TRANSACTIONS

           During the three  months ended March 31, 2000 and the  years1999  and
1998 the two officers  and/or  companies  controlled  by the two  officers  paid
expenses  and made  advances to the Company.  As of March 31, 2000,  $839,642 in
advances was due to officers and directors of the Company.

NOTE 7 - CONVERTIBLE PREFERRED STOCK, DEBENTURES, WARRANTS & OPTIONS

           Holders of Convertible  Preferred Stock received 17,357,061 shares of
the Company's  Common stock during the three months ended March 31, 2000 and the
year  1999 in  conversion  of 46  shares  of Series A, 33 shares of Series B, 14
shares of Series C and 20 Shares of Series D Convertible Preferred Stock.

           During  the three  months  ended  March 31,  2000 and the year  1999,
holders of Convertible  debentures  received 1,200,320 shares of Common Stock on
conversion of debentures.

           The following  table sets forth the options and warrants  outstanding
as of March 31, 2000 and December 31, 1999.
<TABLE>
<CAPTION>

                                                          March 31,    December 31,
                                                             2000         1999
                                                          ---------    ---------

<S>                                                       <C>          <C>
Options & warrants outstanding, beginning of year ....    1,247,750    1,247,750

           Granted ...................................         --           --
           Expired ...................................         --           --
           Exercised .................................         --           --
                                                          ---------    ---------

Options & warrants outstanding, end of year ..........    1,247,750    1,247,750
                                                          =========    =========

Exercise price for options & warrants outstanding,
end of period ...................................... $0.50 to $1.79    $0.50 to $1.79
                                                     ==============    ==============
</TABLE>





<PAGE>

                       EAT AT JOE'S LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                   (Continued)


NOTE 8 - CONTINGENCIES

Various Rouse Corporation  Entities have brought  litigation against various Eat
At Joe's Entities.

           The subject  litigation was  instituted by Cherry Hill Center,  Inc.,
Echelon  Mall Joint  Venture,  Owings  Mills  Limited  Partnership  and Plymouth
Meeting Mall,  Inc.  against Eat At Joe's,  Cherry Hill,  Inc. t/a Eat At Joe's,
E.A.J. Holding Corporation,  E.A.J. Echelon Mall, Inc. t/a Eat At Joe's Express,
Eat At Joe's Limited,  Eat At Joe's Owings Mills,  Inc. t/a Eat At Joe's and Eat
At Joe's Plymouth Meeting,  Inc. t/a Eat At Joe's. Each of the Plaintiffs is the
Landlord for the corresponding  Eat At Joe's entity,  each of which Eat At Joe's
Entities are single purpose entities.  E.A.J. Holding Corporation was named as a
party because it is a Guarantor of the leases. To the best of my knowledge, none
of the Eat At Joe's  Defendants have any assets or are currently  engaged in any
actively ongoing business  activity.  Therefore,  any potential judgment against
them in the action will be uncollectible.

           In  response  to the  Complaint  of the  Plaintiffs,  the  Defendants
asserted various defenses and  Counterclaims  against the Plaintiffs and certain
additional  Rouse-related  Third-Party  Defendants  based upon  fraud,  consumer
fraud,  tortuous  interference with prospective  economic  advantage,  negligent
misrepresentation  and breach of the duty of good faith and fair dealing. Eat At
Joe's Moorestown,  Inc. joined in the case as a Third-Party  Plaintiff to assert
similar  claims  against  certain  of the  Rouse-related  entities.  It is  very
difficult  to  predict  the  outcome of this case.  Plaintiffs'  claims  totaled
approximately  $830,000.00  as of the  date  of  the  filing  of the  Complaint.
Additionally,  Plaintiffs are seeking  judgment for additional  rent which comes
due under the leases  between  the time of the filing of the  Complaint  and the
entry of the judgment  together with their costs and attorney's fees. The Eat At
Joe's Defendants and Third-Party Plaintiffs seek damages in the form of recovery
of Eat At Joe's  improvements  to the various  leaseholds  totaling in excess of
$4,000,000.00.

           Counsel is presently  attempting  to  negotiate a  settlement  of the
entire litigation without adverse consequence to Eat At Joe's.

NOTE 9 - RESTAURANT CLOSURES

           During 1999, E.A.J. Cherry Hill, Inc., E.A.J.  Gallery,  Inc., Eat At
Joe's  Harborplace,  Inc.,  E.A.J.  Echelon Mall,  Inc.,  and two of the 1337855
Ontario  restaurants  were  closed and  substantially  all assets and  leasehold
improvements  abandoned.  This  abandonment  of assets has been  reported in the
accompanying  financial statements as a loss on sale of assets at $4,359,377 for
the year ended December 31, 1999.

<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, 1999.

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.  During march 1999 the Company  purchased and
began  operating three  restaurants in Ontario  Canada.  During second and third
quarter of 1999, four U.S.  restaurants and two Canadian restaurants were closed
and substantially all assets and leasehold improvements abandoned.

After  its  review  of over one year of  operating  revenues  from the four 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.

During  the  three  months  ended  March  31,  2000 the  company  operated  five
restaurants.  During the three months ended March 31, 2000 the Company  operated
eight restaurants.

Total Revenues - For the three months ended March 31, 2000 and 1999, the Company
had total sales of approximately $532,000 and $847,000 respectively.

Costs and  Expenses - For the three  months  ended March 31, 2000 and 1999,  the
Company had a net loss from  operations of  approximately  $295,000 and $115,000
respectively.  The net loss for 2000 reflects  certain fixed costs spread across
fewer  revenues due to restaurant  closures.  The Company  expects to be able to
reduce  these costs  and/or  increase  the amount of revenues to cover costs and
expenses in the future.

Other  Income  (Expense),  Net - For the 1ST  quartet  2000 and 1999 the Company
reported net other expenses in the amount of approximately $33,000 and $54,000 .
These expenses primarily represent accrued interest on short term notes.

LIQUIDITY AND CAPITAL RESOURCES

For  the  three  months  ended  March  31,  2000  and  1999,  the  Company  used
approximately $146,000 and $725,000 in cash flow from operating activities.

<PAGE>

During the three  months  ended March 31, 1999 the  company  paid  approximately
$115,000 for property and equipment.

During the three  months  ended  March 31,  2000 and 1999 the  Company  borrowed
approximately $146,000 and $895,000,  respectively from shareholder advances and
short-term  notes.  The  $895,000  from was  converted  into Common Stock of the
Company during 1999.

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.

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

Various Rouse Corporation  Entities have brought  litigation against various Eat
At Joe's Entities.

           The subject  litigation was  instituted by Cherry Hill Center,  Inc.,
Echelon  Mall Joint  Venture,  Owings  Mills  Limited  Partnership  and Plymouth
Meeting Mall,  Inc.  against Eat At Joe's,  Cherry Hill,  Inc. t/a Eat At Joe's,
E.A.J. Holding Corporation,  E.A.J. Echelon Mall, Inc. t/a Eat At Joe's Express,
Eat At Joe's Limited,  Eat At Joe's Owings Mills,  Inc. t/a Eat At Joe's and Eat
At Joe's Plymouth Meeting,  Inc. t/a Eat At Joe's. Each of the Plaintiffs is the
Landlord for the corresponding  Eat At Joe's entity,  each of which Eat At Joe's
Entities are single purpose entities.  E.A.J. Holding Corporation was named as a
party because it is a Guarantor of the leases. To the best of my knowledge, none
of the Eat At Joe's  Defendants have any assets or are currently  engaged in any
actively ongoing business  activity.  Therefore,  any potential judgment against
them in the action will be uncollectible.

           In  response  to the  Complaint  of the  Plaintiffs,  the  Defendants
asserted various defenses and  Counterclaims  against the Plaintiffs and certain
additional  Rouse-related  Third-Party  Defendants  based upon  fraud,  consumer
fraud,  tortuous  interference with prospective  economic  advantage,  negligent
misrepresentation  and breach of the duty of good faith and fair dealing. Eat At
Joe's Moorestown,  Inc. joined in the case as a Third-Party  Plaintiff to assert
similar  claims  against  certain  of the  Rouse-related  entities.  It is  very
difficult  to  predict  the  outcome of this case.  Plaintiffs'  claims  totaled
approximately  $830,000.00  as of the  date  of  the  filing  of the  Complaint.
Additionally,  Plaintiffs are seeking  judgment for additional  rent which comes
due under the leases between the

<PAGE>

time of the filing of the Complaint and the entry of the judgment  together with
their costs and  attorney's  fees. The Eat At Joe's  Defendants and  Third-Party
Plaintiffs seek damages in the form of recovery of Eat At Joe's  improvements to
the various leaseholds totaling in excess of $4,000,000.00.

           Counsel is presently  attempting  to  negotiate a  settlement  of the
entire litigation without adverse consequence to Eat At Joe's.

Item 2.  Changes in Securities

           Holders of Convertible  Preferred Stock received  1,086,957 shares of
the  Company's  Common  stock  during the three  months  ended March 31, 2000 in
conversion of Convertible Preferred Stock, as previously reported in Form 10-KSB
for December 31, 1999.

           During the three months ended March 31, 2000,  holders of Convertible
debentures received 500,000 shares of Common Stock on conversion of debentures.

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  1st  quarter
2000.

<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:     May 11, 2000             By:    /s/ Joseph Fiore
       --------------------               -------------------
                                          Joseph Fiore
                                          C.E.O., Chairman, Secretary, Director

DATE:     May 11, 2000             By:    /s/ Gary Usling
       --------------------               ------------------
                                          Gary Usling
                                          C.F.O., Director