[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: March 31, 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 No X
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:
April 16, 1997 12,528,428
Transitional Small Business Disclosure Format (check one).
Yes ; No x
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
EAT AT JOE'S LTD.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
March 31, December 31,
1997 1996
Assets:
Current Assets:
Cash and Cash Equivalents $ 376,635 $ 34,972
Prepaid Expense 3,050 3,975
Deposits - 25,000
Total Current Assets 379,685 63,947
Property and Equipment:
Office Equipment 1,000 -
Leasehold Improvements 12,495 -
Net Property and Equipment 13,495 -
Other Assets:
Security Deposits 10,991 -
Organization Costs 8,857 -
Deferred Development Costs 196,214 -
Total Other Assets 216,062 -
Total Assets $ 609,242 $ 63,947
Liabilities:
Accounts Payable $ 18,900 $ 7,235
Accrued Liabilities 8,445 -
Loans from Stockholders 14,000 -
Total Liabilities 41,345 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,
12,228,428 and 6,328,428
issued and outstanding,
respectively. 1,223 633
Additional paid-In Capital 1,001,690 452,243
Contributed Capital 672,659 672,659
Deficit Accumulated During
the Development Stage (1,107,675) (1,068,823)
Total Stockholders'
Equity 567,897 56,712
Total Liabilities and
Stockholders' Equity $ 609,242 $ 63,947
The accompanying notes are an integral part of these financial
statements.
EAT AT JOE'S LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative
Since
For the Three Months Inception of
Ended March 31, Development
1997 1996 Stage
Revenues: $ - $ - $ -
Expenses: 38,858 10,000 58,390
Net Income (Loss)
From Operations (38,858) (10,000) (58,390)
Other Income (Expense) Net 6 - 16,857
Income (Loss) From Operations
Before Income Taxes (38,852) (10,000) (41,533)
Provision For (Benefit From)
Income Taxes - - -
Discontinued Operations, Net - - (1,066,142)
Net Loss $ (38,852) $ (10,000) $(1,107,675)
Net Loss Per Common Share $ - $ (.13)
Weighted Average Shares
Outstanding 11,857,317 78,428
The accompanying notes are an integral part of these financial
statements.
EAT AT JOE'S LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Cumulative
Since
Inception
For the Three Months of
Ended March 31, Development
1997 1996 Stage
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period $(38,852) $ (10,000) $(1,107,675)
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 (8,657) - (14,901)
Amortization of organization
costs - - 6,244
(Increase) decrease in
prepaid expense 925 - (3,050)
(Increase) decrease in deposits 14,009 - (10,991)
Increase in accounts payable 11,665 10,000 18,900
Increase in accrued expenses 8,445 - 8,445
Decrease in accrued interest
payable - - 8,707
Contributed capital for
operating costs - - 350
Net Cash Used in Operating
Activities: (12,465) - (414,460)
Cash Flows From Investing
Activities:
Principal collected on notes
receivable - - 199,727
Payment of Deferred
Development Costs (46,377) - (46,377)
Purchase of property and
equipment (13,495) - (79,156)
Proceeds from sale of property
and equipment - - 18,369
Net Cash Provided by Investing
Activities: (59,872) - 92,563
EAT AT JOE'S LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
(Continued)
Cumulative
Since
Inception
for the Three Months of
Ended March 31, Development
1997 1996 Stage
Cash Flows From Financing
Activities:
Issuance of common stock 400,000 - 726,676
Payments on long-term debt - - (36,307)
Advances to (from) majority
stockholder 14,000 - 8,163
Net Cash Used in Financing
Activities 414,000 - 698,532
Increase in Cash 341,663 - 376,635
Cash at Beginning of Period 34,972 - -
Cash at End of Period $376,635 $ - $376,635
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 FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 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 month period ended March 31, 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.
EAT AT JOE'S LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(Unaudited)
(Continued)
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 three months ended March 31,
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.
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 March 31, 1997.
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 5, 1997 By: /s/
Joe Fiore
Chief Executive Officer, & Director
(Principal financial and
Accounting Officer)
