<PAGE>

     As filed with the Securities and Exchange Commission on June ___, 2000
                                                   Registration No. ____________


                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                Tasty Fries, Inc.
             (Exact name of Registrant as specified in its charter)


           Nevada                                              65-0259052
 (State or other jurisdiction                           (IRS Employer
  of Incorporation or Organization)                      Identification number)


                65 Sentry Parkway, Suite One, Blue Bell, PA 19422
          (Address of Principal Executive Offices, including zip code)


                            STOCK GRANTS PURSUANT TO
                      RESOLUTIONS OF THE BOARD OF DIRECTORS
                           (Full Title of the Plan(s))


                           Edward C. Kelly, President
                                Tasty Fries, Inc.
                          650 Sentry Parkway, Suite One
                               Blue Bell, PA 19422
                     (Name and Address of Agent for Service)

                                 (610) 941-2109
          (Telephone Number, including Area Code, of Agent for Service)


                                Myles J. Tralins
                           Tralins & Associates, Inc.
                         One Biscayne Tower, Suite #3310
                          Two South Biscayne Boulevard
                              Miami, Florida 33131
                                 (305) 374-3300


<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------

TITLE OF                   AMOUNT           PROPOSED                   PROPOSED                  AMOUNT OF
SECURITIES TO BE           TO BE            MAXIMUM                    MAXIMUM                   REGISTRATION
REGISTERED                 REGISTERED       OFFERING PRICE             AGGREGATE                 FEE
                                            PER SHARE (1)              OFFERING PRICE (1)
------------------------------------------------------------------------------------------------------------------
<S>                        <C>              <C>                        <C>                       <C>

Common
Stock, $.0001
Par Value                  $350,000         $.45                       $157,500                  $41.58
                                                                                                 ------------
------------------------------------------------------------------------------------------------------------------

                                                                       TOTAL                     $41.58
                                                                                                 ------------

</TABLE>

(1)  Estimated solely for purposes of calculating the registration fee, pursuant
     to Rule 457(c).

<PAGE>

EXPLANATORY NOTE:

         In accordance with the Note to Part I of Form S-8, the information
specified by Part I of Form S-8 has been omitted from this Registration
Statement on Form S-8 for offers of Common Stock of Tasty Fries, Inc. (the
"Registrant") pursuant to the Resolutions of the Board of Directors of the
Registrant on May 31, 2000.













                                        2

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents listed in (a) through (b) below are incorporated by
reference in the Registration Statement. All documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
thereof from the date of filing such documents.

         (a) The Registrant's latest annual report, filed pursuant to Section
13(a) or 15(d) of the Exchange Act, or, in the case of the Registrant, either
(1) the latest prospectus filed pursuant to Rule 424(b) under the Securities Act
of 1933, as amended (the "Act"), that contains audited financial statements for
the Registrant's latest fiscal year for which such statements have been filed or
(2) the Registrant's effective registration statement on Form 10 or 20-F filed
under the Exchange Act containing audited financial statements for the
Registrant's latest fiscal year.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant document
referred to in (a) above.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         As permitted by the Nevada General Corporation Law Section 78.751
thereof, the Registrant shall, to the fullest extent permitted by the Nevada
General Corporation Law, as the same shall be added and supplemented, indemnify
any and all persons whom it shall have power to indemnify under said Section
from and against any and all of the expenses, liabilities or other matters
referred to in or covered by said Section, and the indemnification provided for
therein shall not be deemed exclusive of any other right to which any persons
may be entitled under any By-Law, resolution or shareholders, resolution of
directors, agreement or otherwise, as permitted by said articles, as to action
in any capacity in which he served at the request of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

                                        3

<PAGE>

ITEM 8.  EXHIBITS

ITEM NO.                                    DESCRIPTION
--------                                    -----------

  4.1     Copy of the Resolutions of the Board of Directors dated May 31, 2000.

  5       Opinion dated June 1, 2000 of Tralins & Associates, P.A.
          relating to the issuance of shares of Common Stock pursuant to
          the Resolutions of the Board of Directors dated May 31, 2000.

 23.1     Consent of Tralins & Associates, P.A. included in the Opinion filed
          as Exhibit 5 hereto.

 23.2     Consent of Schiffman Hughes Brown, Independent Certified Public
          Accountants.

ITEM 9.  UNDERTAKINGS

          (1) The undersigned Registrant hereby undertakes:

               (a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

               (b) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;

               (c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.


                                        4

<PAGE>

         (2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding), is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                        5

<PAGE>

                                   SIGNATURES


         Pursuant to the Requirements of the Securities Act of 1933, as amended,
the Registrant certifies that is has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Blue Bell, State of Pennsylvania, on this 6th
day of June, 2000.

                                       TASTY FRIES, INC.



                                       By: /s/ Edward C. Kelly
                                          -------------------------------------
                                       Edward C. Kelly, President
                                       and Principal Financial Officer

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.


                                TITLE                      DATE
                                -----                      ----

/s/ Edward C. Kelly             Director                   June 6, 2000
-----------------------
Edward C. Kelly

/s/ Leonard Klarich             Director                   June 6, 2000
-----------------------
Leonard Klarich

/s/ Jurgen Wolf                 Director                   June 6, 2000
-----------------------
Jurgen Wolf

/s/ Ian Lambert                 Director                   June 6, 2000
-----------------------
Ian Lambert

/s/ Kurt Ziemer                 Director                   June 6, 2000
-----------------------
Kurt Ziemer

                                        6

<PAGE>

                                  EXHIBIT INDEX
EXHIBIT
NUMBER     DESCRIPTION
--------   -----------

 4.1       Copy of Resolutions of the Board of Directors dated May 31, 2000

 5         Opinion dated June 1, 2000 of Tralins & Associates, P.A. relating to
           the issuance of shares of Common Stock pursuant to the Resolutions of
           the Board of Directors dated May 31, 2000.

23.1       Consent of Tralins & Associates, P.A. included in the Opinion filed
           as Exhibit 5 hereto.

23.2       Consent of Schiffman Hughes Brown, Independent Certified Public
           Accountants.
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "S-8", "secsgml_size_bytes": 11993}]
{"company-data": {"conformed-name": "TASTY FRIES INC", "cik": "0000791885", "assigned-sic": "6794", "irs-number": "650259052", "state-of-incorporation": "NV", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38728", "film-number": "650384"}, "business-address": {"street1": "650 SENTRY PKWY STE ONE", "city": "BLUE BELL", "state": "PA", "zip": "19422", "phone": "6109412109"}, "mail-address": {"street1": "650 SENTRY PARKWAY", "street2": "SUITE ONE", "city": "BLUE BELL", "state": "PA", "zip": "19422"}}
As filed with the Securities and Exchange Commission on June ___, 2000
                                                   Registration No. ____________

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                Tasty Fries, Inc.
             (Exact name of Registrant as specified in its charter)

           Nevada                                              65-0259052
 (State or other jurisdiction                           (IRS Employer
  of Incorporation or Organization)                      Identification number)

                65 Sentry Parkway, Suite One, Blue Bell, PA 19422
          (Address of Principal Executive Offices, including zip code)

                            STOCK GRANTS PURSUANT TO
                      RESOLUTIONS OF THE BOARD OF DIRECTORS
                           (Full Title of the Plan(s))

                           Edward C. Kelly, President
                                Tasty Fries, Inc.
                          650 Sentry Parkway, Suite One
                               Blue Bell, PA 19422
                     (Name and Address of Agent for Service)

                                 (610) 941-2109
          (Telephone Number, including Area Code, of Agent for Service)

                                Myles J. Tralins
                           Tralins & Associates, Inc.
                         One Biscayne Tower, Suite #3310
                          Two South Biscayne Boulevard
                              Miami, Florida 33131
                                 (305) 374-3300
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------

TITLE OF                   AMOUNT           PROPOSED                   PROPOSED                  AMOUNT OF
SECURITIES TO BE           TO BE            MAXIMUM                    MAXIMUM                   REGISTRATION
REGISTERED                 REGISTERED       OFFERING PRICE             AGGREGATE                 FEE
                                            PER SHARE (1)              OFFERING PRICE (1)
------------------------------------------------------------------------------------------------------------------
Common
Stock, $.0001
Par Value                  $350,000         $.45                       $157,500                  $41.58
                                                                                                 ------------
------------------------------------------------------------------------------------------------------------------

                                                                       TOTAL                     $41.58
                                                                                                 ------------
(1)  Estimated solely for purposes of calculating the registration fee, pursuant
     to Rule 457(c).
EXPLANATORY NOTE:

         In accordance with the Note to Part I of Form S-8, the information
specified by Part I of Form S-8 has been omitted from this Registration
Statement on Form S-8 for offers of Common Stock of Tasty Fries, Inc. (the
"Registrant") pursuant to the Resolutions of the Board of Directors of the
Registrant on May 31, 2000.

                                        2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents listed in (a) through (b) below are incorporated by
reference in the Registration Statement. All documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
thereof from the date of filing such documents.

         (a) The Registrant's latest annual report, filed pursuant to Section
13(a) or 15(d) of the Exchange Act, or, in the case of the Registrant, either
(1) the latest prospectus filed pursuant to Rule 424(b) under the Securities Act
of 1933, as amended (the "Act"), that contains audited financial statements for
the Registrant's latest fiscal year for which such statements have been filed or
(2) the Registrant's effective registration statement on Form 10 or 20-F filed
under the Exchange Act containing audited financial statements for the
Registrant's latest fiscal year.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant document
referred to in (a) above.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         As permitted by the Nevada General Corporation Law Section 78.751
thereof, the Registrant shall, to the fullest extent permitted by the Nevada
General Corporation Law, as the same shall be added and supplemented, indemnify
any and all persons whom it shall have power to indemnify under said Section
from and against any and all of the expenses, liabilities or other matters
referred to in or covered by said Section, and the indemnification provided for
therein shall not be deemed exclusive of any other right to which any persons
may be entitled under any By-Law, resolution or shareholders, resolution of
directors, agreement or otherwise, as permitted by said articles, as to action
in any capacity in which he served at the request of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

                                        3
ITEM 8.  EXHIBITS

ITEM NO.                                    DESCRIPTION
--------                                    -----------

  4.1     Copy of the Resolutions of the Board of Directors dated May 31, 2000.

  5       Opinion dated June 1, 2000 of Tralins & Associates, P.A.
          relating to the issuance of shares of Common Stock pursuant to
          the Resolutions of the Board of Directors dated May 31, 2000.

 23.1     Consent of Tralins & Associates, P.A. included in the Opinion filed
          as Exhibit 5 hereto.

 23.2     Consent of Schiffman Hughes Brown, Independent Certified Public
          Accountants.

ITEM 9.  UNDERTAKINGS

          (1) The undersigned Registrant hereby undertakes:

               (a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

               (b) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;

               (c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                                        4
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding), is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        5
SIGNATURES

         Pursuant to the Requirements of the Securities Act of 1933, as amended,
the Registrant certifies that is has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Blue Bell, State of Pennsylvania, on this 6th
day of June, 2000.

                                       TASTY FRIES, INC.

                                       By: /s/ Edward C. Kelly
                                          -------------------------------------
                                       Edward C. Kelly, President
                                       and Principal Financial Officer

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

                                TITLE                      DATE
                                -----                      ----

/s/ Edward C. Kelly             Director                   June 6, 2000
-----------------------
Edward C. Kelly

/s/ Leonard Klarich             Director                   June 6, 2000
-----------------------
Leonard Klarich

/s/ Jurgen Wolf                 Director                   June 6, 2000
-----------------------
Jurgen Wolf

/s/ Ian Lambert                 Director                   June 6, 2000
-----------------------
Ian Lambert

/s/ Kurt Ziemer                 Director                   June 6, 2000
-----------------------
Kurt Ziemer

                                        6
EXHIBIT INDEX
EXHIBIT
NUMBER     DESCRIPTION
--------   -----------

 4.1       Copy of Resolutions of the Board of Directors dated May 31, 2000

 5         Opinion dated June 1, 2000 of Tralins & Associates, P.A. relating to
           the issuance of shares of Common Stock pursuant to the Resolutions of
           the Board of Directors dated May 31, 2000.

23.1       Consent of Tralins & Associates, P.A. included in the Opinion filed
           as Exhibit 5 hereto.

23.2       Consent of Schiffman Hughes Brown, Independent Certified Public
           Accountants.