[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)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF EAT AT JOE'S LTD. AS OF SEPTEMBER 30, 1997 AND THE RELATED STATEMENTS
OF OPERATIONS AND CASHFLOWS FOR THE THREE AND NINE MONTHS THEN ENDED AND IS
QUALIFIED IN IT ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<PERIOD-END> SEP-30-1997
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0
0
<COMMON> 1
<OTHER-SE> 522
<TOTAL-LIABILITY-AND-EQUITY> 889
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<OTHER-EXPENSES> 386
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</TABLE>
