UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 12, 2005

                                TASTY FRIES, INC.
             (Exact name of registrant as specified in its charter)

           Nevada                    33-4460NY                   65-0259052
--------------------------------------------------------------------------------
(State or other jurisdiction  (Commission File Number)         (IRS Employer
     of incorporation)                                       Identification No.)

          650 Sentry Parkway, Suite One, Blue Bell, Pennsylvania 19422
          ------------------------------------------------------------
              (Address of principal executive offices and Zip Code)

        Registrant's telephone number, including area code (610) 941-2109

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |_|   Written communications pursuant to Rule 425 under the Securities Act
            (17 CFR 230.425)

      |_|   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12)

      |_|   Pre-commencement  communications pursuant to Rule 14d-2(b) under the
            Exchange Act (17 CFR 240.14d-2(b))

      |_|   Pre-commencement  communications pursuant to Rule 13e-4(c) under the
            Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES
ITEM 8.01  OTHER EVENTS

      Subsequent to the filing of our Current Report on Form 8-K, filed with the
Securities and Exchange  Commission (the "Commission") on March 23, 2005 and the
amended Current Report on Form 8-K/A, filed with the Commission on April 1, 2005
(the "Form  8-Ks"),  we have  continued  to review  the facts and  circumstances
regarding our previous  filings with the Nevada  Secretary of State and research
the impact our previous disclosures have on our current shareholders.  It is our
determination,  after such review and  research,  that our  current  articles of
incorporation, as amended, allow for the issuance of 50 million shares of common
stock. As of the date of this filing, we have issued  128,824,698  shares of our
common  stock.  Therefore,  all  shares of common  stock  issued in excess of 50
million are void pursuant to Nevada corporate law. The Company issued all of its
authorized shares of common stock on or before November 26, 2001. As a result of
this determination, the Company believes that many of the shares of common stock
that are publicly  traded are not valid,  as many of the shares that are trading
were issued after the Company had issued 50 million shares of common stock.

      The Company has determined  that only the current  holders of the original
50 million  shares of common stock that were issued (the  "Original 50 Million")
have  rights  as  shareholders,  including  the  right  to vote  on any  matters
submitted to the shareholders of the Company.  The Company is currently  working
with its transfer agent to determine the identity of the current  holders of the
Original  50  Million.  However,  since a  portion  of those  shares  have  been
transferred  into street  name,  the Company is unlikely to be able to determine
the  current  holders  of  all  of the  Original  50  Million.  The  Company  is
potentially  liable to any person who holds shares of the Company's common stock
that is not part of the Original 50 Million.

      Since  November  2001,  the  Company has entered  into  various  financing
arrangements,   including   subscription   agreements  entered  into  with  four
accredited  investors on January 18, 2005,  as amended,  for the sale of secured
convertible   notes.   In  connection   therewith,   the  Company  made  various
representations and warranties to the investors,  including  representations and
warranties  concerning  the  number of shares of  common  stock the  Company  is
authorized to issue. As a result of these recent discoveries,  the Company is in
default,  although none of the investors have declared a default by the Company,
provided written notice of such defaults, or have sought to enforce their rights
pursuant to the agreements.

      In the Form 8-Ks,  the Company  indicated  that it intends to file a proxy
statement with the Commission asking our shareholders to ratify all our previous
actions.  Upon  further  research,  the Company has  determined  that Nevada law
prohibits a subsequent  ratification  by shareholders of shares issued in excess
of the number of authorized shares of common stock. Therefore,  the Company does
not intend to seek ratification of the prior issuances.

      The Company has completed,  or is currently in the process of taking,  the
following actions regarding the above:

      (i)   Issued a moratorium on the further  issuance of any shares of common
            stock,  warrants or options to purchase  shares of common stock,  or
            any debt instrument that is convertible into shares of common stock;

      (ii)  Consulting  with our four  institutional  investors that invested in
            January 2005 to request that the investors either waive the defaults
            under  the   subscription   agreements  or  agree  to  refrain  from
            exercising  their rights to call their notes or take  possession  of
            all of our assets;

      (iii) On April 13,  2005,  we  entered  into an  agreement  with a current
            investor for  additional  financing  in the amount of $250,000.  The
            investor  agreed to  purchase  250,000  shares of series A preferred
            stock at a price of $1.00 per share.  Each share of preferred  stock
            will be  entitled to cast 200 votes on any matter  submitted  to the
            shareholders.  Upon the Company  filing a  certificate  of amendment
            with the Nevada  Secretary of State,  each share of preferred stock,
            at the investor's option, may be: 1) redeemed for it's stated value,
            plus 10%; or 2) converted into shares of the Company's  common stock
            at 50% of the last closing  trading  price for the common stock on a
            principal market before the conversion date. The Company will file a
            certificate  of  designation  with  the  Nevada  Secretary  of State
            designating  the  class  of  series A  preferred  stock  within  one
            business day;


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<PAGE>

      (iv)  Determining  who are the current  holders of the Original 50 Million
            for purposes of conducting a shareholder vote to increase the number
            of shares of  authorized  common  stock and to create a new class of
            common stock; and

      (v)   Considering  filing a registration  statement with the Commission to
            register   shares  of  the  new  class  of  common  stock,   if  the
            shareholders   approve  such  resolution,   which  shares  would  be
            distributed  on a  one-for-one  basis to all  persons  who hold,  or
            believe they hold, shares of the Company.

The following are risks associated with the Company at this time:

OUR COMPANY AND/OR OUR CEO MAY BE SUBJECT TO FINES,  SANCTIONS  AND/OR PENALTIES
OF AN  INDETERMINABLE  NATURE AS A RESULT OF  POTENTIAL  VIOLATIONS  OF  FEDERAL
SECURITIES AND STATE  SECURITIES  AND CORPORATE LAWS IN CONNECTION  WITH ACTIONS
TAKEN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK  AUTHORIZED  UNDER NEVADA
LAW.

      On each of November  23, 2003,  October 13, 2004 and January 13, 2005,  we
filed a certificate of amendment with the Nevada  Secretary of State to increase
the  number  of  shares  of common  stock we are  authorized  to issue.  On each
certificate,  the CEO of the  Company  certified  that  shareholders  holding  a
majority of the shares issued and  outstanding  voted in favor of the amendment.
However,  the Company did not obtain the approval  from  shareholders  holding a
majority of the shares issued and outstanding because certain  shareholders held
less shares than believed. These shareholders erroneously believed that they had
voting  power over shares that were gifted to family and  friends.  As a result,
the Company filed the  certificates  of amendment  believing  that  shareholders
holding a majority of the shares  issued and  outstanding  voted in favor of the
amendment as required by Nevada General  Corporation  Law, when in fact they had
not.

      The  filed   certificates   of  amendment   violated  the  Nevada  General
Corporation  Law. As a result,  our company  and/or Mr. Edward Kelly,  our Chief
Executive Officer who executed the certificates of amendment,  may be subject to
fines,  sanctions and/or penalties.  In addition, the quarterly reports we filed
on Form 10-QSB for the quarters ended October 31, 2003, April 30, 2004, July 31,
2004 and October  31, 2004 as well as the annual  report we filed on Form 10-KSB
for the year ended  January 31, 2004 may have  violated  Sections  302,  906 and
possibly 404 of the  Sarbanes-Oxley Act of 2002. As a result, our company and/or
Mr. Edward Kelly, our Chief Executive  Officer who executed the periodic reports
and the  certifications  as our Chief  Executive  Officer  and  Chief  Financial
Officer, may be subject to fines,  sanctions and/or penalties.  At this time, we
are unable to determine  the amount of such fines,  sanctions  and/or  penalties
that may be incurred by our company and/or Mr. Kelly.

THERE SHARE  CERTIFICATES  OF OUR COMPANY THAT ARE VOID BECAUSE WE ISSUED COMMON
STOCK IN EXCESS OF OUR AUTHORIZED CAPITAL.

      During  November  2001, we began to issue shares of common stock in excess
of our then authorized capital of 50 million shares of common stock. We believed
that we had filed a certificate of amendment with the Nevada  Secretary of State
increasing  our  authorized  common stock to 100 million shares of common stock,
however,  such  certificate of amendment was never filed with or accepted by the
Nevada  Secretary  of State.  Pursuant to Nevada law,  any issuance of shares of
common stock in excess of a company's  stated  authorized  capital is considered
void. In September 2003,  November 2004 and January 2005, we filed a certificate
of  amendment  to  increase  our  authorized  capital.  However,  as  previously
disclosed,  each of those certificates of amendment was not properly  authorized
because  we did not have the vote of a majority  of the  issued and  outstanding
shares of common stock. As a result,  we are only authorized to issue 50 million
shares of common  stock,  all of which have been issued.  As of the date of this
filing,  we  thought  we had  issued  128,824,698  shares of our  common  stock.
Therefore,  78,824,698  shares of our  believed  to be issued  common  stock are
actually void pursuant to Nevada law.


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<PAGE>

THE  ISSUANCE  OF SHARES OF COMMON  STOCK  BEYOND  50,000,000  SHARES WAS NOT IN
COMPLIANCE WITH NEVADA STATE AND FEDERAL SECURITIES LAWS AND ANY DAMAGES THAT WE
MAY HAVE TO PAY AS A RESULT  OF SUCH  ISSUANCE  COULD  HAVE A  MATERIAL  ADVERSE
EFFECT ON OUR REVENUES, PROFITS, RESULTS OF OPERATIONS,  FINANCIAL CONDITION AND
FUTURE PROSPECTS.

      During  November  2001, we began to issue shares of common stock in excess
of our then authorized capital of 50 million shares of common stock. We believed
that we had filed a certificate of amendment with the Nevada  Secretary of State
increasing  our  authorized  common stock to 100 million shares of common stock,
however,  such  certificate of amendment was never filed with or accepted by the
Nevada  Secretary  of State.  Pursuant to Nevada law,  any issuance of shares of
common stock in excess of a company's  stated  authorized  capital is considered
void. In September 2003,  November 2004 and January 2005, we filed a certificate
of  amendment  to  increase  our  authorized  capital.  However,  as  previously
disclosed,  each of those certificates of amendment was not properly  authorized
because  we did not have the vote of a majority  of the  issued and  outstanding
shares of common stock. As a result,  we are only authorized to issue 50 million
shares of common  stock,  all of which have been issued.  As of the date of this
filing,  we thought we had issued  128,824,698  shares of our common stock.  The
issuance of the  78,824,698  shares of common  stock above 50 million was not in
compliance  with Nevada  corporate and federal  securities  laws due to the fact
that shares were issued in excess of our authorized capital and the certificates
of amendment  increasing the shares of common stock were not authorized pursuant
to Nevada  corporate  law;  therefore,  the  shares  issued in  reliance  on the
certificates  of  amendment  were not duly  authorized  and/or  validly  issued.
Pursuant to Nevada  corporate law, the 78,824,698  shares of common stock issued
in excess  of 50  million  are  void.  In  addition,  we have  sold  convertible
securities that are currently  convertible  into shares of common stock that are
not duly authorized and/or validly issued.

      Although  we may be  required  under  Nevada  law, we do not plan to offer
rescission at this time.  Instead,  we intend to attempt to settle any liability
to such  shareholders  that we sold or issued  the  78,824,698  shares of common
stock above 50 million as well as the holders of convertible securities that are
currently  convertible  into shares of common stock. We are currently  unable to
determine  the amount of damages,  if any, that it may incur as a result of this
issuance,  which  include,  but are not limited to, damages that may result from
the following

      o     subsequent  third party  purchaser(s) of the shares that were resold
            by the  holders  and their  assignees  of the  78,824,698  shares of
            common  stock in  excess of 50  million  as well as the  holders  of
            convertible securities that are currently convertible into shares of
            common stock, and/or

      o     other existing shareholders of our Company that may make a claim, on
            a derivative basis,  that these  transactions and the shares issued,
            may have resulted in a dilution of the value of their shareholdings.

      The  payment  of  damages  could  have a  material  adverse  effect on our
revenues,  profits,  results  of  operations,  financial  condition  and  future
prospects.

OUR COMPANY AND/OR OUR CEO MAY BE SUBJECT TO FINES,  SANCTIONS  AND/OR PENALTIES
OF AN  INDETERMINABLE  NATURE AS A RESULT OF ISSUANCES OF COMMON STOCK IN EXCESS
OF OUR AUTHORIZED CAPITAL.

      The issuance of the 78,824,698 shares of common stock above 50 million was
not in compliance with Nevada corporate law. As a result, the Company and/or Mr.
Edward Kelly, the Company's may be subject to fines, sanctions and/or penalties.
At this time,  we are unable to  determine  the amount of such fines,  sanctions
and/or penalties that may be incurred by our company and/or Mr. Kelly.

IF WE ARE UNABLE TO OBTAIN  ADDITIONAL  FUNDING OUR BUSINESS  OPERATIONS WILL BE
HARMED. OUR ABILITY TO OBTAIN ADDITIONAL  FINANCING IS HINDERED BY OUR INABILITY
TO ISSUE SHARES OF COMMON STOCK IN CONNECTION WITH THE FINANCING.


                                       4
<PAGE>

      We will  require  additional  funds to address  the  issues  raised by the
disclosure above as well as the Form 8-Ks. We anticipate that we will require at
least $300,000 to pay for our legal, accounting, auditing and other professional
fees,  depending on revenue from  operations.  We have entered into an agreement
with a current investor for $250,000 in financing,  however,  we anticipate that
we will need additional  financing.  Additional capital will also be required to
effectively  support  the  operations  and to  otherwise  implement  our overall
business strategy. There can be no assurance that financing will be available in
amounts  or on  terms  acceptable  to us,  if at  all.  Our  ability  to  obtain
additional  financing is hindered  because we cannot do an equity or convertible
debt financings that involve common stock. Any additional financing will have to
be  either  debt  financing  or  preferred  stock.  If we are  unable  to obtain
additional  financing,  we will likely be required to curtail and possibly cease
our operations. Any additional equity financing may involve substantial dilution
to our then existing shareholders.

WE COULD BECOME SUBJECT TO A FORMAL SEC  INVESTIGATION,  WHICH COULD  MATERIALLY
AFFECT US.

      We are  currently  the  subject of an informal  investigation  by the SEC,
which has  currently  focused on our  disclosure  of the above as well as in the
Form 8-Ks.  We might  become the subject of a formal  investigation  by the SEC,
which could involve other  matters,  although there can be no assurance what the
SEC might inquire about.  We cannot predict the outcome of the current  informal
investigation or a formal investigation if one is instituted.  The investigation
or an adverse outcome of a formal  investigation  could have a material  adverse
effect on us and result in:

      -     the  institution of  administrative,  civil,  injunctive or criminal
            proceedings;

      -     sanctions and the payment of fines and penalties;

      -     the issuance of a stop-trading order on our common stock;

      -     the restatement of our financial results for the years under review;

      -     additional shareholder lawsuits; and

      -     increased review and scrutiny of us by regulatory  authorities,  the
            media and others.

      We have  entered into a  registration  rights  agreement  with the selling
shareholders in connection with the private placement of the convertible  notes,
whereby  we agree to use our  reasonable  best  efforts  to have a  registration
statement declared effective within specified time periods.  We likely be not be
able to have a registration  statement declared effective within the time period
specified  if  the  current  informal  investigation  continues  or if  the  SEC
institutes  a formal  investigation.  If we are  unable  to have a  registration
statement declared effective within agreed time periods,  we may be obligated to
pay  additional  interest  amounts to the holders of the  securities  that would
otherwise have been registered, which amounts could be substantial.

SOME HOLDERS OF OUR SECURITIES MAY HAVE THE RIGHT TO RESCIND THEIR PURCHASES. IF
THESE  SECURITY  HOLDERS  EXERCISE THEIR RIGHT TO RESCIND THEIR  PURCHASES,  OUR
OPERATIONS WILL BE MATERIALLY ADVERSELY AFFECTED.

      Between November 2001 and March 2005, we issued  78,824,698  shares of our
common stock that were not  authorized.  These shares are actually void pursuant
to Nevada law. Each purchaser or recipient of those 78,824,698 shares likely has
a  number  of  remedies,  including  the  right to  rescind  the  purchase.  The
Securities  Act of 1933, as amended,  requires that any claim for  rescission be
brought within one year of the alleged violation.  The time periods within which
claims for rescission  must be brought under state  securities laws vary and may
be two years or more from the date of the alleged violation.  Further, we cannot
assure you that courts will not apply equitable or other doctrines to extend the
period within which  purchasers may bring their claims.  If any security holders
exercise  their  right  to  rescind  their  purchases,  our  operations  will be
materially adversely affected.

      Should federal or state  securities  regulators deem it necessary to bring
administrative  or legal actions  against us based upon these  disclosures,  the
defense of any  enforcement  action is likely to be costly,  distracting  to our
management  and if  unsuccessful  could result in the  imposition of significant
penalties. The filing of a claim for rescission or enforcement action against us
or our officers or directors  could  materially  and adversely  impact our stock
price,  generate significant adverse publicity that materially affects our sales
and materially  impair our ability to raise capital  through future sales of our
securities.


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<PAGE>

WE FACE POTENTIAL LITIGATION FROM HOLDERS OF SHARES OF OUR COMMON STOCK THAT ARE
DEEMED VOID.

      It is possible  that holders of shares of our common stock that are deemed
void may sue us for damages.  Litigation can be extremely  expensive,  and these
expenses,  as well as the  consequences  should we not prevail,  could seriously
harm our business,  cause us to cease our operations or seek  bankruptcy.  We do
not have the  ability to pay any  judgments  or awards  issued or the ability to
afford on-going legal representation in lawsuits. In addition, any uncertainties
resulting from the initiation and  continuation  of any litigation  could have a
material  adverse effect on our ability to raise the funds necessary to continue
our operations.

WE MAY BE REQUIRED TO PAY PENALTIES TO THE INVESTORS  THAT  PARTICIPATED  IN OUR
PRIVATE  PLACEMENT  THAT  CLOSED  IN  JANUARY  2005  DUE TO  THE  FACT  THAT  WE
REPRESENTED  TO THE INVESTORS THAT OUR COMMON STOCK ISSUED AND  OUTSTANDING  WAS
DULY AUTHORIZED AND VALIDLY ISSUED. IF WE ARE REQUIRED TO PAY SUCH PENALTIES, WE
MAY BE FORCED TO CEASE OR CURTAIL OUR OPERATIONS.

      To obtain  funding  for our  ongoing  operations,  pursuant to an offering
conducted  under Rule 506 of  Regulation  D, we sold (i)  $1,254,000  in secured
convertible  notes, (ii) warrants to buy 5,139,345 shares of our common stock at
an exercise price of $0.25, and (iii) Class C warrants to buy 15,000,000  shares
of our common stock at an exercise price of $2.00, to four accredited  investors
for  $1,254,000.  In  connection  with this private  placement,  we made several
representations to the investors that were not accurate.  As a result, the terms
of the  Subscription  Agreements and the notes allow the subscribers to elect to
force a mandatory  conversion  of the notes at a premium.  If we are required to
pay this  penalty,  our working  capital will be severely  limited and we may be
forced to curtail or ceased our operations.

IF WE ARE REQUIRED FOR ANY REASON TO REPAY OUR OUTSTANDING  SECURED  CONVERTIBLE
NOTES,  WE WOULD BE REQUIRED TO DEPLETE OUR WORKING  CAPITAL,  IF AVAILABLE,  OR
RAISE ADDITIONAL FUNDS. OUR FAILURE TO REPAY THE SECURED  CONVERTIBLE  NOTES, IF
REQUIRED,  COULD RESULT IN LEGAL ACTION AGAINST US, WHICH COULD REQUIRE THE SALE
OF SUBSTANTIAL ASSETS.

      In January 2005, we entered into a Subscription Agreement, as amended, for
the sale of an aggregate of $1,254,000  principal amount of secured  convertible
notes. The secured convertible notes are due and payable, with 7% interest,  two
years from the date of  issuance,  unless  sooner  converted  into shares of our
common stock.  Although we currently  have $570,000  secured  convertible  notes
outstanding,   the  investors  are  obligated  to  purchase  additional  secured
convertible  notes in the  aggregate  of  $684,000.  In  addition,  any event of
default  such as our failure to repay the  principal  or interest  when due, our
failure to issue  shares of common  stock upon  conversion  by the  holder,  our
failure  to timely  file a  registration  statement  or have  such  registration
statement declared effective, breach of any covenant, representation or warranty
in the  Subscription  Agreement or related  convertible  note, the assignment or
appointment  of a receiver  to control a  substantial  part of our  property  or
business,  the filing of a money  judgment,  writ or similar process against our
company in excess of $50,000,  the  commencement  of a  bankruptcy,  insolvency,
reorganization or liquidation  proceeding against our company,  the delisting of
our  common  stock,  a  default  under any other  obligations  in the  aggregate
monetary  amount in excess of $75,000  or an SEC or  judicial  stop trade  order
could require the early repayment of the secured convertible notes,  including a
default interest rate of 15% on the outstanding  principal  balance of the notes
if the default is not cured with the specified grace period.  We anticipate that
the full amount of the secured  convertible  notes will be converted into shares
of our common  stock,  in accordance  with the terms of the secured  convertible
notes. If we were required to repay the secured  convertible  notes, we would be
required to use our limited  working capital and raise  additional  funds. If we
were unable to repay the notes when  required,  the note holders could  commence
legal  action  against us and  foreclose  on all of our  assets to  recover  the
amounts due. Any such action would require us to curtail or cease operations.


                                       6
<PAGE>

WE ARE  CURRENTLY  IN  DEFAULT  UNDER THE  SUBSCRIPTION  AGREEMENT  AND  SECURED
CONVERTIBLE NOTES AND THE INVESTORS HAVE THE RIGHT TO TAKE POSSESSION OF ALL OUR
GOODS,  INVENTORY,  CONTRACTUAL  RIGHTS AND  GENERAL  INTANGIBLES,  RECEIVABLES,
DOCUMENTS, INSTRUMENTS, CHATTEL PAPER, AND INTELLECTUAL PROPERTY.

      In connection with the  Subscription  Agreement we entered into in January
2005, we granted in favor of the investors a first priority security interest in
all of  our  goods,  inventory,  contractual  rights  and  general  intangibles,
receivables,  documents,  instruments, chattel paper, and intellectual property.
Pursuant  to the terms of the  Subscription  Agreement,  an event of default has
occurred  in  relation  to the  disclosures  in this Form 8-K.  Pursuant  to the
Subscription  Agreement, in the event of a default, the Investors have the right
to take  possession  of the  collateral,  to  operate  our  business  using  the
collateral,  and have the right to assign,  sell, lease or otherwise  dispose of
and  deliver  all or any part of the  collateral,  at public or private  sale or
otherwise to satisfy our obligations under these  agreements.  As of the date of
this filing, the Investors have not declared a default by the Company,  although
there can be no assurance that they will not declare a default in the future.

SOME HOLDERS OF OUR SECURITIES MAY HAVE THE RIGHT TO RESCIND THEIR PURCHASES. IF
THESE  SECURITY  HOLDERS  EXERCISE THEIR RIGHT TO RESCIND THEIR  PURCHASES,  OUR
OPERATIONS WILL BE MATERIALLY ADVERSELY AFFECTED.

      Between November 2001 and March 2005, we issued  78,824,698  shares of our
common stock that were not  authorized.  These shares are actually void pursuant
to Nevada law. Each purchaser or recipient of those 78,824,698 shares likely has
a  number  of  remedies,  including  the  right to  rescind  the  purchase.  The
Securities  Act of 1933, as amended,  requires that any claim for  rescission be
brought  within  one year of the  alleged  violation  [which  time  frame may be
triggered upon learning of such violation]. The time periods within which claims
for rescission  must be brought under state  securities laws vary and may be two
years or more from the date of the alleged violation.  Further, we cannot assure
you that courts will not apply equitable or other doctrines to extend the period
within which purchasers may bring their claims. If any security holders exercise
their  right to rescind  their  purchases,  our  operations  will be  materially
adversely affected.

      Should federal or state  securities  regulators deem it necessary to bring
administrative  or legal actions  against us based upon these  disclosures,  the
defense of any  enforcement  action is likely to be costly,  distracting  to our
management  and if  unsuccessful  could result in the  imposition of significant
penalties. The filing of a claim for rescission or enforcement action against us
or our officers or directors  could  materially  and adversely  impact our stock
price,  generate significant adverse publicity that materially affects our sales
and materially  impair our ability to raise capital  through future sales of our
securities.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

      (A)   FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

            Not applicable.

      (B)   PRO FORMA FINANCIAL INFORMATION.

            Not applicable.

      (C)   EXHIBITS.

10.1 - Subscription  Agreement,  entered into April 13, 2005, by and between the
Company and Eric Whetstone.


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<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        TASTY FRIES, INC.


Date: April 13, 2005                    /s/ EDWARD C. KELLY
                                        ----------------------------------------
                                        Edward C. Kelly
                                        Chief Executive Officer


                                       8
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 12, 2005

                                TASTY FRIES, INC.
             (Exact name of registrant as specified in its charter)

           Nevada                    33-4460NY                   65-0259052
--------------------------------------------------------------------------------
(State or other jurisdiction  (Commission File Number)         (IRS Employer
     of incorporation)                                       Identification No.)

          650 Sentry Parkway, Suite One, Blue Bell, Pennsylvania 19422
          ------------------------------------------------------------
              (Address of principal executive offices and Zip Code)

        Registrant's telephone number, including area code (610) 941-2109

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |_|   Written communications pursuant to Rule 425 under the Securities Act
            (17 CFR 230.425)

      |_|   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12)

      |_|   Pre-commencement  communications pursuant to Rule 14d-2(b) under the
            Exchange Act (17 CFR 240.14d-2(b))

      |_|   Pre-commencement  communications pursuant to Rule 13e-4(c) under the
            Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES
ITEM 8.01  OTHER EVENTS

      Subsequent to the filing of our Current Report on Form 8-K, filed with the
Securities and Exchange  Commission (the "Commission") on March 23, 2005 and the
amended Current Report on Form 8-K/A, filed with the Commission on April 1, 2005
(the "Form  8-Ks"),  we have  continued  to review  the facts and  circumstances
regarding our previous  filings with the Nevada  Secretary of State and research
the impact our previous disclosures have on our current shareholders.  It is our
determination,  after such review and  research,  that our  current  articles of
incorporation, as amended, allow for the issuance of 50 million shares of common
stock. As of the date of this filing, we have issued  128,824,698  shares of our
common  stock.  Therefore,  all  shares of common  stock  issued in excess of 50
million are void pursuant to Nevada corporate law. The Company issued all of its
authorized shares of common stock on or before November 26, 2001. As a result of
this determination, the Company believes that many of the shares of common stock
that are publicly  traded are not valid,  as many of the shares that are trading
were issued after the Company had issued 50 million shares of common stock.

      The Company has determined  that only the current  holders of the original
50 million  shares of common stock that were issued (the  "Original 50 Million")
have  rights  as  shareholders,  including  the  right  to vote  on any  matters
submitted to the shareholders of the Company.  The Company is currently  working
with its transfer agent to determine the identity of the current  holders of the
Original  50  Million.  However,  since a  portion  of those  shares  have  been
transferred  into street  name,  the Company is unlikely to be able to determine
the  current  holders  of  all  of the  Original  50  Million.  The  Company  is
potentially  liable to any person who holds shares of the Company's common stock
that is not part of the Original 50 Million.

      Since  November  2001,  the  Company has entered  into  various  financing
arrangements,   including   subscription   agreements  entered  into  with  four
accredited  investors on January 18, 2005,  as amended,  for the sale of secured
convertible   notes.   In  connection   therewith,   the  Company  made  various
representations and warranties to the investors,  including  representations and
warranties  concerning  the  number of shares of  common  stock the  Company  is
authorized to issue. As a result of these recent discoveries,  the Company is in
default,  although none of the investors have declared a default by the Company,
provided written notice of such defaults, or have sought to enforce their rights
pursuant to the agreements.

      In the Form 8-Ks,  the Company  indicated  that it intends to file a proxy
statement with the Commission asking our shareholders to ratify all our previous
actions.  Upon  further  research,  the Company has  determined  that Nevada law
prohibits a subsequent  ratification  by shareholders of shares issued in excess
of the number of authorized shares of common stock. Therefore,  the Company does
not intend to seek ratification of the prior issuances.

      The Company has completed,  or is currently in the process of taking,  the
following actions regarding the above:

      (i)   Issued a moratorium on the further  issuance of any shares of common
            stock,  warrants or options to purchase  shares of common stock,  or
            any debt instrument that is convertible into shares of common stock;

      (ii)  Consulting  with our four  institutional  investors that invested in
            January 2005 to request that the investors either waive the defaults
            under  the   subscription   agreements  or  agree  to  refrain  from
            exercising  their rights to call their notes or take  possession  of
            all of our assets;

      (iii) On April 13,  2005,  we  entered  into an  agreement  with a current
            investor for  additional  financing  in the amount of $250,000.  The
            investor  agreed to  purchase  250,000  shares of series A preferred
            stock at a price of $1.00 per share.  Each share of preferred  stock
            will be  entitled to cast 200 votes on any matter  submitted  to the
            shareholders.  Upon the Company  filing a  certificate  of amendment
            with the Nevada  Secretary of State,  each share of preferred stock,
            at the investor's option, may be: 1) redeemed for it's stated value,
            plus 10%; or 2) converted into shares of the Company's  common stock
            at 50% of the last closing  trading  price for the common stock on a
            principal market before the conversion date. The Company will file a
            certificate  of  designation  with  the  Nevada  Secretary  of State
            designating  the  class  of  series A  preferred  stock  within  one
            business day;

                                       2
(iv)  Determining  who are the current  holders of the Original 50 Million
            for purposes of conducting a shareholder vote to increase the number
            of shares of  authorized  common  stock and to create a new class of
            common stock; and

      (v)   Considering  filing a registration  statement with the Commission to
            register   shares  of  the  new  class  of  common  stock,   if  the
            shareholders   approve  such  resolution,   which  shares  would  be
            distributed  on a  one-for-one  basis to all  persons  who hold,  or
            believe they hold, shares of the Company.

The following are risks associated with the Company at this time:

OUR COMPANY AND/OR OUR CEO MAY BE SUBJECT TO FINES,  SANCTIONS  AND/OR PENALTIES
OF AN  INDETERMINABLE  NATURE AS A RESULT OF  POTENTIAL  VIOLATIONS  OF  FEDERAL
SECURITIES AND STATE  SECURITIES  AND CORPORATE LAWS IN CONNECTION  WITH ACTIONS
TAKEN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK  AUTHORIZED  UNDER NEVADA
LAW.

      On each of November  23, 2003,  October 13, 2004 and January 13, 2005,  we
filed a certificate of amendment with the Nevada  Secretary of State to increase
the  number  of  shares  of common  stock we are  authorized  to issue.  On each
certificate,  the CEO of the  Company  certified  that  shareholders  holding  a
majority of the shares issued and  outstanding  voted in favor of the amendment.
However,  the Company did not obtain the approval  from  shareholders  holding a
majority of the shares issued and outstanding because certain  shareholders held
less shares than believed. These shareholders erroneously believed that they had
voting  power over shares that were gifted to family and  friends.  As a result,
the Company filed the  certificates  of amendment  believing  that  shareholders
holding a majority of the shares  issued and  outstanding  voted in favor of the
amendment as required by Nevada General  Corporation  Law, when in fact they had
not.

      The  filed   certificates   of  amendment   violated  the  Nevada  General
Corporation  Law. As a result,  our company  and/or Mr. Edward Kelly,  our Chief
Executive Officer who executed the certificates of amendment,  may be subject to
fines,  sanctions and/or penalties.  In addition, the quarterly reports we filed
on Form 10-QSB for the quarters ended October 31, 2003, April 30, 2004, July 31,
2004 and October  31, 2004 as well as the annual  report we filed on Form 10-KSB
for the year ended  January 31, 2004 may have  violated  Sections  302,  906 and
possibly 404 of the  Sarbanes-Oxley Act of 2002. As a result, our company and/or
Mr. Edward Kelly, our Chief Executive  Officer who executed the periodic reports
and the  certifications  as our Chief  Executive  Officer  and  Chief  Financial
Officer, may be subject to fines,  sanctions and/or penalties.  At this time, we
are unable to determine  the amount of such fines,  sanctions  and/or  penalties
that may be incurred by our company and/or Mr. Kelly.

THERE SHARE  CERTIFICATES  OF OUR COMPANY THAT ARE VOID BECAUSE WE ISSUED COMMON
STOCK IN EXCESS OF OUR AUTHORIZED CAPITAL.

      During  November  2001, we began to issue shares of common stock in excess
of our then authorized capital of 50 million shares of common stock. We believed
that we had filed a certificate of amendment with the Nevada  Secretary of State
increasing  our  authorized  common stock to 100 million shares of common stock,
however,  such  certificate of amendment was never filed with or accepted by the
Nevada  Secretary  of State.  Pursuant to Nevada law,  any issuance of shares of
common stock in excess of a company's  stated  authorized  capital is considered
void. In September 2003,  November 2004 and January 2005, we filed a certificate
of  amendment  to  increase  our  authorized  capital.  However,  as  previously
disclosed,  each of those certificates of amendment was not properly  authorized
because  we did not have the vote of a majority  of the  issued and  outstanding
shares of common stock. As a result,  we are only authorized to issue 50 million
shares of common  stock,  all of which have been issued.  As of the date of this
filing,  we  thought  we had  issued  128,824,698  shares of our  common  stock.
Therefore,  78,824,698  shares of our  believed  to be issued  common  stock are
actually void pursuant to Nevada law.

                                       3
THE  ISSUANCE  OF SHARES OF COMMON  STOCK  BEYOND  50,000,000  SHARES WAS NOT IN
COMPLIANCE WITH NEVADA STATE AND FEDERAL SECURITIES LAWS AND ANY DAMAGES THAT WE
MAY HAVE TO PAY AS A RESULT  OF SUCH  ISSUANCE  COULD  HAVE A  MATERIAL  ADVERSE
EFFECT ON OUR REVENUES, PROFITS, RESULTS OF OPERATIONS,  FINANCIAL CONDITION AND
FUTURE PROSPECTS.

      During  November  2001, we began to issue shares of common stock in excess
of our then authorized capital of 50 million shares of common stock. We believed
that we had filed a certificate of amendment with the Nevada  Secretary of State
increasing  our  authorized  common stock to 100 million shares of common stock,
however,  such  certificate of amendment was never filed with or accepted by the
Nevada  Secretary  of State.  Pursuant to Nevada law,  any issuance of shares of
common stock in excess of a company's  stated  authorized  capital is considered
void. In September 2003,  November 2004 and January 2005, we filed a certificate
of  amendment  to  increase  our  authorized  capital.  However,  as  previously
disclosed,  each of those certificates of amendment was not properly  authorized
because  we did not have the vote of a majority  of the  issued and  outstanding
shares of common stock. As a result,  we are only authorized to issue 50 million
shares of common  stock,  all of which have been issued.  As of the date of this
filing,  we thought we had issued  128,824,698  shares of our common stock.  The
issuance of the  78,824,698  shares of common  stock above 50 million was not in
compliance  with Nevada  corporate and federal  securities  laws due to the fact
that shares were issued in excess of our authorized capital and the certificates
of amendment  increasing the shares of common stock were not authorized pursuant
to Nevada  corporate  law;  therefore,  the  shares  issued in  reliance  on the
certificates  of  amendment  were not duly  authorized  and/or  validly  issued.
Pursuant to Nevada  corporate law, the 78,824,698  shares of common stock issued
in excess  of 50  million  are  void.  In  addition,  we have  sold  convertible
securities that are currently  convertible  into shares of common stock that are
not duly authorized and/or validly issued.

      Although  we may be  required  under  Nevada  law, we do not plan to offer
rescission at this time.  Instead,  we intend to attempt to settle any liability
to such  shareholders  that we sold or issued  the  78,824,698  shares of common
stock above 50 million as well as the holders of convertible securities that are
currently  convertible  into shares of common stock. We are currently  unable to
determine  the amount of damages,  if any, that it may incur as a result of this
issuance,  which  include,  but are not limited to, damages that may result from
the following

      o     subsequent  third party  purchaser(s) of the shares that were resold
            by the  holders  and their  assignees  of the  78,824,698  shares of
            common  stock in  excess of 50  million  as well as the  holders  of
            convertible securities that are currently convertible into shares of
            common stock, and/or

      o     other existing shareholders of our Company that may make a claim, on
            a derivative basis,  that these  transactions and the shares issued,
            may have resulted in a dilution of the value of their shareholdings.

      The  payment  of  damages  could  have a  material  adverse  effect on our
revenues,  profits,  results  of  operations,  financial  condition  and  future
prospects.

OUR COMPANY AND/OR OUR CEO MAY BE SUBJECT TO FINES,  SANCTIONS  AND/OR PENALTIES
OF AN  INDETERMINABLE  NATURE AS A RESULT OF ISSUANCES OF COMMON STOCK IN EXCESS
OF OUR AUTHORIZED CAPITAL.

      The issuance of the 78,824,698 shares of common stock above 50 million was
not in compliance with Nevada corporate law. As a result, the Company and/or Mr.
Edward Kelly, the Company's may be subject to fines, sanctions and/or penalties.
At this time,  we are unable to  determine  the amount of such fines,  sanctions
and/or penalties that may be incurred by our company and/or Mr. Kelly.

IF WE ARE UNABLE TO OBTAIN  ADDITIONAL  FUNDING OUR BUSINESS  OPERATIONS WILL BE
HARMED. OUR ABILITY TO OBTAIN ADDITIONAL  FINANCING IS HINDERED BY OUR INABILITY
TO ISSUE SHARES OF COMMON STOCK IN CONNECTION WITH THE FINANCING.

                                       4
We will  require  additional  funds to address  the  issues  raised by the
disclosure above as well as the Form 8-Ks. We anticipate that we will require at
least $300,000 to pay for our legal, accounting, auditing and other professional
fees,  depending on revenue from  operations.  We have entered into an agreement
with a current investor for $250,000 in financing,  however,  we anticipate that
we will need additional  financing.  Additional capital will also be required to
effectively  support  the  operations  and to  otherwise  implement  our overall
business strategy. There can be no assurance that financing will be available in
amounts  or on  terms  acceptable  to us,  if at  all.  Our  ability  to  obtain
additional  financing is hindered  because we cannot do an equity or convertible
debt financings that involve common stock. Any additional financing will have to
be  either  debt  financing  or  preferred  stock.  If we are  unable  to obtain
additional  financing,  we will likely be required to curtail and possibly cease
our operations. Any additional equity financing may involve substantial dilution
to our then existing shareholders.

WE COULD BECOME SUBJECT TO A FORMAL SEC  INVESTIGATION,  WHICH COULD  MATERIALLY
AFFECT US.

      We are  currently  the  subject of an informal  investigation  by the SEC,
which has  currently  focused on our  disclosure  of the above as well as in the
Form 8-Ks.  We might  become the subject of a formal  investigation  by the SEC,
which could involve other  matters,  although there can be no assurance what the
SEC might inquire about.  We cannot predict the outcome of the current  informal
investigation or a formal investigation if one is instituted.  The investigation
or an adverse outcome of a formal  investigation  could have a material  adverse
effect on us and result in:

      -     the  institution of  administrative,  civil,  injunctive or criminal
            proceedings;

      -     sanctions and the payment of fines and penalties;

      -     the issuance of a stop-trading order on our common stock;

      -     the restatement of our financial results for the years under review;

      -     additional shareholder lawsuits; and

      -     increased review and scrutiny of us by regulatory  authorities,  the
            media and others.

      We have  entered into a  registration  rights  agreement  with the selling
shareholders in connection with the private placement of the convertible  notes,
whereby  we agree to use our  reasonable  best  efforts  to have a  registration
statement declared effective within specified time periods.  We likely be not be
able to have a registration  statement declared effective within the time period
specified  if  the  current  informal  investigation  continues  or if  the  SEC
institutes  a formal  investigation.  If we are  unable  to have a  registration
statement declared effective within agreed time periods,  we may be obligated to
pay  additional  interest  amounts to the holders of the  securities  that would
otherwise have been registered, which amounts could be substantial.

SOME HOLDERS OF OUR SECURITIES MAY HAVE THE RIGHT TO RESCIND THEIR PURCHASES. IF
THESE  SECURITY  HOLDERS  EXERCISE THEIR RIGHT TO RESCIND THEIR  PURCHASES,  OUR
OPERATIONS WILL BE MATERIALLY ADVERSELY AFFECTED.

      Between November 2001 and March 2005, we issued  78,824,698  shares of our
common stock that were not  authorized.  These shares are actually void pursuant
to Nevada law. Each purchaser or recipient of those 78,824,698 shares likely has
a  number  of  remedies,  including  the  right to  rescind  the  purchase.  The
Securities  Act of 1933, as amended,  requires that any claim for  rescission be
brought within one year of the alleged violation.  The time periods within which
claims for rescission  must be brought under state  securities laws vary and may
be two years or more from the date of the alleged violation.  Further, we cannot
assure you that courts will not apply equitable or other doctrines to extend the
period within which  purchasers may bring their claims.  If any security holders
exercise  their  right  to  rescind  their  purchases,  our  operations  will be
materially adversely affected.

      Should federal or state  securities  regulators deem it necessary to bring
administrative  or legal actions  against us based upon these  disclosures,  the
defense of any  enforcement  action is likely to be costly,  distracting  to our
management  and if  unsuccessful  could result in the  imposition of significant
penalties. The filing of a claim for rescission or enforcement action against us
or our officers or directors  could  materially  and adversely  impact our stock
price,  generate significant adverse publicity that materially affects our sales
and materially  impair our ability to raise capital  through future sales of our
securities.

                                       5
WE FACE POTENTIAL LITIGATION FROM HOLDERS OF SHARES OF OUR COMMON STOCK THAT ARE
DEEMED VOID.

      It is possible  that holders of shares of our common stock that are deemed
void may sue us for damages.  Litigation can be extremely  expensive,  and these
expenses,  as well as the  consequences  should we not prevail,  could seriously
harm our business,  cause us to cease our operations or seek  bankruptcy.  We do
not have the  ability to pay any  judgments  or awards  issued or the ability to
afford on-going legal representation in lawsuits. In addition, any uncertainties
resulting from the initiation and  continuation  of any litigation  could have a
material  adverse effect on our ability to raise the funds necessary to continue
our operations.

WE MAY BE REQUIRED TO PAY PENALTIES TO THE INVESTORS  THAT  PARTICIPATED  IN OUR
PRIVATE  PLACEMENT  THAT  CLOSED  IN  JANUARY  2005  DUE TO  THE  FACT  THAT  WE
REPRESENTED  TO THE INVESTORS THAT OUR COMMON STOCK ISSUED AND  OUTSTANDING  WAS
DULY AUTHORIZED AND VALIDLY ISSUED. IF WE ARE REQUIRED TO PAY SUCH PENALTIES, WE
MAY BE FORCED TO CEASE OR CURTAIL OUR OPERATIONS.

      To obtain  funding  for our  ongoing  operations,  pursuant to an offering
conducted  under Rule 506 of  Regulation  D, we sold (i)  $1,254,000  in secured
convertible  notes, (ii) warrants to buy 5,139,345 shares of our common stock at
an exercise price of $0.25, and (iii) Class C warrants to buy 15,000,000  shares
of our common stock at an exercise price of $2.00, to four accredited  investors
for  $1,254,000.  In  connection  with this private  placement,  we made several
representations to the investors that were not accurate.  As a result, the terms
of the  Subscription  Agreements and the notes allow the subscribers to elect to
force a mandatory  conversion  of the notes at a premium.  If we are required to
pay this  penalty,  our working  capital will be severely  limited and we may be
forced to curtail or ceased our operations.

IF WE ARE REQUIRED FOR ANY REASON TO REPAY OUR OUTSTANDING  SECURED  CONVERTIBLE
NOTES,  WE WOULD BE REQUIRED TO DEPLETE OUR WORKING  CAPITAL,  IF AVAILABLE,  OR
RAISE ADDITIONAL FUNDS. OUR FAILURE TO REPAY THE SECURED  CONVERTIBLE  NOTES, IF
REQUIRED,  COULD RESULT IN LEGAL ACTION AGAINST US, WHICH COULD REQUIRE THE SALE
OF SUBSTANTIAL ASSETS.

      In January 2005, we entered into a Subscription Agreement, as amended, for
the sale of an aggregate of $1,254,000  principal amount of secured  convertible
notes. The secured convertible notes are due and payable, with 7% interest,  two
years from the date of  issuance,  unless  sooner  converted  into shares of our
common stock.  Although we currently  have $570,000  secured  convertible  notes
outstanding,   the  investors  are  obligated  to  purchase  additional  secured
convertible  notes in the  aggregate  of  $684,000.  In  addition,  any event of
default  such as our failure to repay the  principal  or interest  when due, our
failure to issue  shares of common  stock upon  conversion  by the  holder,  our
failure  to timely  file a  registration  statement  or have  such  registration
statement declared effective, breach of any covenant, representation or warranty
in the  Subscription  Agreement or related  convertible  note, the assignment or
appointment  of a receiver  to control a  substantial  part of our  property  or
business,  the filing of a money  judgment,  writ or similar process against our
company in excess of $50,000,  the  commencement  of a  bankruptcy,  insolvency,
reorganization or liquidation  proceeding against our company,  the delisting of
our  common  stock,  a  default  under any other  obligations  in the  aggregate
monetary  amount in excess of $75,000  or an SEC or  judicial  stop trade  order
could require the early repayment of the secured convertible notes,  including a
default interest rate of 15% on the outstanding  principal  balance of the notes
if the default is not cured with the specified grace period.  We anticipate that
the full amount of the secured  convertible  notes will be converted into shares
of our common  stock,  in accordance  with the terms of the secured  convertible
notes. If we were required to repay the secured  convertible  notes, we would be
required to use our limited  working capital and raise  additional  funds. If we
were unable to repay the notes when  required,  the note holders could  commence
legal  action  against us and  foreclose  on all of our  assets to  recover  the
amounts due. Any such action would require us to curtail or cease operations.

                                       6
WE ARE  CURRENTLY  IN  DEFAULT  UNDER THE  SUBSCRIPTION  AGREEMENT  AND  SECURED
CONVERTIBLE NOTES AND THE INVESTORS HAVE THE RIGHT TO TAKE POSSESSION OF ALL OUR
GOODS,  INVENTORY,  CONTRACTUAL  RIGHTS AND  GENERAL  INTANGIBLES,  RECEIVABLES,
DOCUMENTS, INSTRUMENTS, CHATTEL PAPER, AND INTELLECTUAL PROPERTY.

      In connection with the  Subscription  Agreement we entered into in January
2005, we granted in favor of the investors a first priority security interest in
all of  our  goods,  inventory,  contractual  rights  and  general  intangibles,
receivables,  documents,  instruments, chattel paper, and intellectual property.
Pursuant  to the terms of the  Subscription  Agreement,  an event of default has
occurred  in  relation  to the  disclosures  in this Form 8-K.  Pursuant  to the
Subscription  Agreement, in the event of a default, the Investors have the right
to take  possession  of the  collateral,  to  operate  our  business  using  the
collateral,  and have the right to assign,  sell, lease or otherwise  dispose of
and  deliver  all or any part of the  collateral,  at public or private  sale or
otherwise to satisfy our obligations under these  agreements.  As of the date of
this filing, the Investors have not declared a default by the Company,  although
there can be no assurance that they will not declare a default in the future.

SOME HOLDERS OF OUR SECURITIES MAY HAVE THE RIGHT TO RESCIND THEIR PURCHASES. IF
THESE  SECURITY  HOLDERS  EXERCISE THEIR RIGHT TO RESCIND THEIR  PURCHASES,  OUR
OPERATIONS WILL BE MATERIALLY ADVERSELY AFFECTED.

      Between November 2001 and March 2005, we issued  78,824,698  shares of our
common stock that were not  authorized.  These shares are actually void pursuant
to Nevada law. Each purchaser or recipient of those 78,824,698 shares likely has
a  number  of  remedies,  including  the  right to  rescind  the  purchase.  The
Securities  Act of 1933, as amended,  requires that any claim for  rescission be
brought  within  one year of the  alleged  violation  [which  time  frame may be
triggered upon learning of such violation]. The time periods within which claims
for rescission  must be brought under state  securities laws vary and may be two
years or more from the date of the alleged violation.  Further, we cannot assure
you that courts will not apply equitable or other doctrines to extend the period
within which purchasers may bring their claims. If any security holders exercise
their  right to rescind  their  purchases,  our  operations  will be  materially
adversely affected.

      Should federal or state  securities  regulators deem it necessary to bring
administrative  or legal actions  against us based upon these  disclosures,  the
defense of any  enforcement  action is likely to be costly,  distracting  to our
management  and if  unsuccessful  could result in the  imposition of significant
penalties. The filing of a claim for rescission or enforcement action against us
or our officers or directors  could  materially  and adversely  impact our stock
price,  generate significant adverse publicity that materially affects our sales
and materially  impair our ability to raise capital  through future sales of our
securities.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

      (A)   FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

            Not applicable.

      (B)   PRO FORMA FINANCIAL INFORMATION.

            Not applicable.

      (C)   EXHIBITS.

10.1 - Subscription  Agreement,  entered into April 13, 2005, by and between the
Company and Eric Whetstone.

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SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        TASTY FRIES, INC.

Date: April 13, 2005                    /s/ EDWARD C. KELLY
                                        ----------------------------------------
                                        Edward C. Kelly
                                        Chief Executive Officer

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