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): March 17, 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

                                   Copies to:
                               Marc A. Ross, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

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 4.02   Non-Reliance on Previously Issued Financial  Statements or a Related
            Audit Report or Completed Interim Review

      On each of September  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. The certificate
of  amendment  filed on  September  23, 2003  increased  the number of shares of
common stock to 150,000,000, the October 13, 2004 amendment increased the number
to  200,000,000  and the  January  13, 2005  amendment  increased  the number to
300,000,000.

      On each  certificate,  Edward Kelly, our CEO,  certified that shareholders
holding a majority of the shares issued and  outstanding  voted in favor of such
amendment.  However,  after review of the transactions we determined that we did
not obtain  the  approval  from  shareholders  holding a majority  of the shares
issued and outstanding. Certain shareholders who executed the written consent to
increase the number of shares of  authorized  common stock held less shares than
they  believed.  These  shareholders  erroneously  believed that they had voting
power over shares that were previously gifted by them to family and friends.  As
a result,  we 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.

      On March 16, 2005, we forwarded information describing these events to our
independent  registered  public  accounting  firm,  Baratz  &  Associates,   P.A
("Baratz").  On March 17, 2005, we discussed  this matter with Baratz who stated
that these facts caused them to believe  that our  accounting  for  issuances of
shares of common stock was incorrect  and that the effect of such  misstatements
was  material.  As a result,  Baratz  indicated  that the  financial  statements
included in our Annual  Report on Form  10-KSB for the years  ended  January 31,
2003 and 2004 and the  Quarterly  Report on Form 10-QSB for the  quarters  ended
July 31, 2002,  October 31, 2002,  April 30,  2003,  July 31, 2003,  October 31,
2003,  April 30,  2004,  July 31,  2004 and October 31, 2004 should no longer be
relied  upon.  Baratz sent us a letter to this  effect,  dated March 18, 2005, a
copy of which is filed as an exhibit hereto.

      The new financial statements which should be relied upon will be contained
in amended  Form  10-KSB and Form  10-QSB  filings to be filed as soon as we are
able to  determine  the extent of such  liabilities  and are able to restate the
financials for the periods effected.

      We intend to file a proxy  statement with the SEC asking our  shareholders
to ratify all our previous actions.

Item 9.01   Financial Statements and Exhibits.

      (a)   Financial statements of business acquired.

            Not applicable.

      (b)   Pro forma financial information.

            Not applicable.

      (c)   Exhibits.

99.1 - Letter  from  Baratz &  Associates,  P.A.,  dated March 18, 2005 to Tasty
Fries, Inc.


<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: March 23, 2005                     /s/ EDWARD C. KELLY
                                        -----------------------
                                        Edward C. Kelly
                                        Chief Executive Officer
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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): March 17, 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

                                   Copies to:
                               Marc A. Ross, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

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 4.02   Non-Reliance on Previously Issued Financial  Statements or a Related
            Audit Report or Completed Interim Review

      On each of September  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. The certificate
of  amendment  filed on  September  23, 2003  increased  the number of shares of
common stock to 150,000,000, the October 13, 2004 amendment increased the number
to  200,000,000  and the  January  13, 2005  amendment  increased  the number to
300,000,000.

      On each  certificate,  Edward Kelly, our CEO,  certified that shareholders
holding a majority of the shares issued and  outstanding  voted in favor of such
amendment.  However,  after review of the transactions we determined that we did
not obtain  the  approval  from  shareholders  holding a majority  of the shares
issued and outstanding. Certain shareholders who executed the written consent to
increase the number of shares of  authorized  common stock held less shares than
they  believed.  These  shareholders  erroneously  believed that they had voting
power over shares that were previously gifted by them to family and friends.  As
a result,  we 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.

      On March 16, 2005, we forwarded information describing these events to our
independent  registered  public  accounting  firm,  Baratz  &  Associates,   P.A
("Baratz").  On March 17, 2005, we discussed  this matter with Baratz who stated
that these facts caused them to believe  that our  accounting  for  issuances of
shares of common stock was incorrect  and that the effect of such  misstatements
was  material.  As a result,  Baratz  indicated  that the  financial  statements
included in our Annual  Report on Form  10-KSB for the years  ended  January 31,
2003 and 2004 and the  Quarterly  Report on Form 10-QSB for the  quarters  ended
July 31, 2002,  October 31, 2002,  April 30,  2003,  July 31, 2003,  October 31,
2003,  April 30,  2004,  July 31,  2004 and October 31, 2004 should no longer be
relied  upon.  Baratz sent us a letter to this  effect,  dated March 18, 2005, a
copy of which is filed as an exhibit hereto.

      The new financial statements which should be relied upon will be contained
in amended  Form  10-KSB and Form  10-QSB  filings to be filed as soon as we are
able to  determine  the extent of such  liabilities  and are able to restate the
financials for the periods effected.

      We intend to file a proxy  statement with the SEC asking our  shareholders
to ratify all our previous actions.

Item 9.01   Financial Statements and Exhibits.

      (a)   Financial statements of business acquired.

            Not applicable.

      (b)   Pro forma financial information.

            Not applicable.

      (c)   Exhibits.

99.1 - Letter  from  Baratz &  Associates,  P.A.,  dated March 18, 2005 to Tasty
Fries, Inc.
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: March 23, 2005                     /s/ EDWARD C. KELLY
                                        -----------------------
                                        Edward C. Kelly
                                        Chief Executive Officer