As filed with the Securities and Exchange Commission on December 28, 2001

                           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)

               650 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 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)

                             Louis M. Kelly, Esquire
                                Tasty Fries, Inc.
                               650 Sentry Parkway
                               Blue Bell, PA 19422
                                  610-941-2109



<PAGE>





CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                   PROPOSED         PROPOSED
TITLE OF             AMOUNT        MAXIMUM          MAXIMUM               AMOUNT OF
SECURITIES TO BE     TO BE         OFFERING PRICE   AGGREGATE             REGISTRATION
REGISTERED           REGISTERED    PER SHARE (1)    OFFERING PRICE(1)     FEE
--------------------------------------------------------------------------------------
<S>                  <C>           <C>              <C>                   <C>
Common
Stock, $.0001
Par Value            500,000       $.10             $50,000               $13.90
--------------------------------------------------------------------------------------
                                                    TOTAL                 $13.90

</TABLE>

----------

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

<PAGE>
                                       2


     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 Stocks of Tasty Fries, Inc. (the
"Registrant") pursuant to the Resolutions of the Executive Committee of the
Board of Directors of the Registrant on December 28, 2001.

<PAGE>
                                       3


                                     PART II

                INFORMATION REQUIRED IN THE REGISTRANT STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed in (a) through (c) 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 Registrants 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(b) of the
Exchange Act since the end of the fiscal year covered by the Registrant document
referred to in (a) above.

     (c) The description of the Common Stock which is contained in registration
statements filed under the Securities Act of 1933, as amended ('Act") including
any amendment or report filed for the purpose of updating such description.

ITEM 4.           DESCRIPTION OF SECURITIES

     The class of securities to be offered is regulated under Section 12 of the
Exchange Act.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

ITEM 6.

     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 who 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.



<PAGE>
                                       4


ITEM 8.           EXHIBITS

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

  4.1               Copy of the Resolutions of the Board of Directors dated
                    December 28, 2001.

  5                 Opinion dated December 28, 2001 of Louis M. Kelly, Esq.
                    relating to the issuance of shares of Common Stock pursuant
                    to the Resolutions of the Board of Directors dated December
                    28, 2001.

  23.1              Consent of Louis M. Kelly, Esq. included in the Opinion
                    filed as Exhibit 5 hereto.

  23.2              Consent of Goldenberg, Rosenthal, LLP, 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.


<PAGE>
                                       5


     (2) The undersigned Registrant hereby undertakes that, for the 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 each 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 is 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.





<PAGE>
                                       6


                                   SIGNATURES

     Pursuant to the Requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it 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 28th day of
December, 2001.



                                                 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.

/s/ Edward C. Kelly
Edward C. Kelly                             Director          December 28, 2001


/s/ Leonard Klarich
Leonard Klarich                             Director          December 28, 2001


/s/ Jurgen Wolf
Jurgen Wolf                                 Director          December 28, 2001


/s/ Ian Lambert
Ian Lambert                                 Director          December 28, 2001



/s/ Kurt Ziemer
Kurt Ziemer                                 Director          December 28, 2001



<PAGE>
                                       7


                                  EXHIBIT INDEX

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


    4.1             Copy of Resolution of the Board of Directors dated December
                    28, 2001

    5               Opinion dated December 28, 2001 of Louis M. Kelly, Esq.
                    relating to the issuance of shares of Common Stock pursuant
                    to the Resolutions of the Board of Directors dated December
                    28, 2001

    23.1            Consent of Louis M. Kelly, Esq. included in the Opinion
                    filed as Exhibit 5 hereto.

    23.2            Consent of Goldenberg, Rosenthal, LLP, Independent Certified
                    Public Accountants.

<PAGE>
                                                                     EXHIBIT 4.1


                                   RESOLUTIONS


RESOLVED, that in payment for services provided to the Company by Michael
Segundo during the calendar year 2001, the Company grants 500,000 shares of the
Company's common stock to be registered in a registration statement on Form S-8
to be filed with the Securities and Exchange Commission ("SEC") promptly after
the Company becomes current in all if its filing obligations under the
Securities Exchange Act of 1934 (the "Exchange Act").





<PAGE>

                                                                       EXHIBIT 5
                                TASTY FRIES, INC
                               650 Sentry Parkway
                                    Suite One
                               Blue Bell, PA 19422
                                 (610) 941-2109
                               FAX (610) 941-2108

LOUIS M. KELLY
                                December 28, 2001

Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549

         Re:      Tasty Fries, Inc. Registration Statement on Form S-8
                  ----------------------------------------------------

Gentlemen:

     I am in-house counsel to Tasty Fries, Inc., a Nevada Corporation
(hereinafter referred to as the "Company"), in connection with the registration
of 500,000 shares of the Company's common stock, par value $.0001 per share
("Common Stock"), as set forth in the above mentioned Registration Statement. In
my capacity as such counsel to the Company, I have examined the original or
copies of such records of the Company and such other documents we deem
appropriate as the basis for the opinions herein expressed. In such examination
I have assumed the genuiness of all of the signatures on original documents and
the conformity to original documents of all copies submitted to us as conformed
or photostatic copies. As to various questions of fact materials to such
opinions, I have relied upon the statements or certificates of officials and
representatives of the Company and others.

     Based on the foregoing, it is my opinion that:

          1. The Company is a corporation incorporated under the general
     corporation laws of the State of Nevada and its status is active.

          2. When (i) the Registration Statement has become effective under the
     Securities Act of 1933, as amended (the "Act"), (ii) the 500,000 shares of
     common stock have been issued and sold as contemplated in the Registration
     Statement and (iii) certificates representing the 500,000 shares of Common
     Stock have been duly executed, delivered and paid for, such shares of
     Common Stock will be legally issued, fully paid and non-assessable.

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

Sincerely,
Louis M. Kelly, Esq.
Tasty Fries, Inc.


<PAGE>


                                                                    EXHIBIT 23.2

To the Stockholders and Board of Directors of
Tasty Fries, Inc.

We consent to the use of our Independent Auditor's Report dated April 2, 2001,
accompanying the financial statements of Tasty Fries, Inc. for the year ended
January 31, 2001. The Report will be included in the Form S-8 which is to be
filed with the Securities and Exchange Commission for Tasty Fries, Inc. We have
not audited any financial statements of the company subsequent to January 31,
2001 or performed any audit procedures subsequent to the date of our report.


Goldenberg, Rosenthal, LLP
Certified Public Accountants
Jenkintown, Pennsylvania
November 27, 2001
[{"type": "S-8", "sequence": "1", "filename": "e87580_s-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15435}]
{"company-data": {"conformed-name": "TASTY FRIES INC", "cik": "0000791885", "assigned-sic": "6794", "irs-number": "650159052", "state-of-incorporation": "NV", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76268", "film-number": "2501768"}, "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"}, "former-company": [{"former-conformed-name": "ADELAIDE HOLDINGS INC", "date-changed": "19930929"}, {"former-conformed-name": "METRO SYSTEMS INC", "date-changed": "19910805"}, {"former-conformed-name": "YO SYSTEMS LTD", "date-changed": "19870417"}]}
As filed with the Securities and Exchange Commission on December 28, 2001

                           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)

               650 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 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)

                             Louis M. Kelly, Esquire
                                Tasty Fries, Inc.
                               650 Sentry Parkway
                               Blue Bell, PA 19422
                                  610-941-2109
CALCULATION OF REGISTRATION FEE
PROPOSED         PROPOSED
TITLE OF             AMOUNT        MAXIMUM          MAXIMUM               AMOUNT OF
SECURITIES TO BE     TO BE         OFFERING PRICE   AGGREGATE             REGISTRATION
REGISTERED           REGISTERED    PER SHARE (1)    OFFERING PRICE(1)     FEE
--------------------------------------------------------------------------------------
Common
Stock, $.0001
Par Value            500,000       $.10             $50,000               $13.90
--------------------------------------------------------------------------------------
                                                    TOTAL                 $13.90
----------

(1) Estimated solely for purposes of calculating the registration fee, pursuant
    to Rule 457(c).
2

     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 Stocks of Tasty Fries, Inc. (the
"Registrant") pursuant to the Resolutions of the Executive Committee of the
Board of Directors of the Registrant on December 28, 2001.
3

                                     PART II

                INFORMATION REQUIRED IN THE REGISTRANT STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed in (a) through (c) 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 Registrants 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(b) of the
Exchange Act since the end of the fiscal year covered by the Registrant document
referred to in (a) above.

     (c) The description of the Common Stock which is contained in registration
statements filed under the Securities Act of 1933, as amended ('Act") including
any amendment or report filed for the purpose of updating such description.

ITEM 4.           DESCRIPTION OF SECURITIES

     The class of securities to be offered is regulated under Section 12 of the
Exchange Act.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

ITEM 6.

     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 who 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.
4

ITEM 8.           EXHIBITS

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

  4.1               Copy of the Resolutions of the Board of Directors dated
                    December 28, 2001.

  5                 Opinion dated December 28, 2001 of Louis M. Kelly, Esq.
                    relating to the issuance of shares of Common Stock pursuant
                    to the Resolutions of the Board of Directors dated December
                    28, 2001.

  23.1              Consent of Louis M. Kelly, Esq. included in the Opinion
                    filed as Exhibit 5 hereto.

  23.2              Consent of Goldenberg, Rosenthal, LLP, 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.
5

     (2) The undersigned Registrant hereby undertakes that, for the 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 each 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 is 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.
6

                                   SIGNATURES

     Pursuant to the Requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it 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 28th day of
December, 2001.

                                                 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.

/s/ Edward C. Kelly
Edward C. Kelly                             Director          December 28, 2001

/s/ Leonard Klarich
Leonard Klarich                             Director          December 28, 2001

/s/ Jurgen Wolf
Jurgen Wolf                                 Director          December 28, 2001

/s/ Ian Lambert
Ian Lambert                                 Director          December 28, 2001

/s/ Kurt Ziemer
Kurt Ziemer                                 Director          December 28, 2001
7

                                  EXHIBIT INDEX

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

    4.1             Copy of Resolution of the Board of Directors dated December
                    28, 2001

    5               Opinion dated December 28, 2001 of Louis M. Kelly, Esq.
                    relating to the issuance of shares of Common Stock pursuant
                    to the Resolutions of the Board of Directors dated December
                    28, 2001

    23.1            Consent of Louis M. Kelly, Esq. included in the Opinion
                    filed as Exhibit 5 hereto.

    23.2            Consent of Goldenberg, Rosenthal, LLP, Independent Certified
                    Public Accountants.
EXHIBIT 4.1

                                   RESOLUTIONS

RESOLVED, that in payment for services provided to the Company by Michael
Segundo during the calendar year 2001, the Company grants 500,000 shares of the
Company's common stock to be registered in a registration statement on Form S-8
to be filed with the Securities and Exchange Commission ("SEC") promptly after
the Company becomes current in all if its filing obligations under the
Securities Exchange Act of 1934 (the "Exchange Act").
EXHIBIT 5
                                TASTY FRIES, INC
                               650 Sentry Parkway
                                    Suite One
                               Blue Bell, PA 19422
                                 (610) 941-2109
                               FAX (610) 941-2108

LOUIS M. KELLY
                                December 28, 2001

Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549

         Re:      Tasty Fries, Inc. Registration Statement on Form S-8
                  ----------------------------------------------------

Gentlemen:

     I am in-house counsel to Tasty Fries, Inc., a Nevada Corporation
(hereinafter referred to as the "Company"), in connection with the registration
of 500,000 shares of the Company's common stock, par value $.0001 per share
("Common Stock"), as set forth in the above mentioned Registration Statement. In
my capacity as such counsel to the Company, I have examined the original or
copies of such records of the Company and such other documents we deem
appropriate as the basis for the opinions herein expressed. In such examination
I have assumed the genuiness of all of the signatures on original documents and
the conformity to original documents of all copies submitted to us as conformed
or photostatic copies. As to various questions of fact materials to such
opinions, I have relied upon the statements or certificates of officials and
representatives of the Company and others.

     Based on the foregoing, it is my opinion that:

          1. The Company is a corporation incorporated under the general
     corporation laws of the State of Nevada and its status is active.

          2. When (i) the Registration Statement has become effective under the
     Securities Act of 1933, as amended (the "Act"), (ii) the 500,000 shares of
     common stock have been issued and sold as contemplated in the Registration
     Statement and (iii) certificates representing the 500,000 shares of Common
     Stock have been duly executed, delivered and paid for, such shares of
     Common Stock will be legally issued, fully paid and non-assessable.

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

Sincerely,
Louis M. Kelly, Esq.
Tasty Fries, Inc.
EXHIBIT 23.2

To the Stockholders and Board of Directors of
Tasty Fries, Inc.

We consent to the use of our Independent Auditor's Report dated April 2, 2001,
accompanying the financial statements of Tasty Fries, Inc. for the year ended
January 31, 2001. The Report will be included in the Form S-8 which is to be
filed with the Securities and Exchange Commission for Tasty Fries, Inc. We have
not audited any financial statements of the company subsequent to January 31,
2001 or performed any audit procedures subsequent to the date of our report.

Goldenberg, Rosenthal, LLP
Certified Public Accountants
Jenkintown, Pennsylvania
November 27, 2001