As filed with the Securities and Exchange Commission on June 11, 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

                               PROPOSED         PROPOSED
TITLE OF          AMOUNT       MAXIMUM          MAXIMUM             AMOUNT OF
SECURITIES TO     TO BE        OFFERING PRICE   AGGREGATE           REGISTRATION
BE REGISTERED     REGISTERED   PER SHARE (1)    OFFERING PRICE(1)   FEE
--------------------------------------------------------------------------------
Common
Stock, $.0001
Par Value          500,000         $.25             $125,000          $ 50.00
--------------------------------------------------------------------------------
                                                      TOTAL           $ 50.00

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


                                        2
<PAGE>


EXPLANATORY NOTE:

     In accordance with the Note to Part I of Form S-8, the information
specified by Part I of Form S-8 has been omitted from this Registration
Statement on Form S-8 for offers of Common Stocks of Tasty Fries, Inc. (the
"Registrant") pursuant to the Resolutions of the Executive Committee of the
Board of Directors of the Registrant on February 19, 2001.


                                        3
<PAGE>


                                     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
<PAGE>


ITEM 8.  EXHIBITS

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

  4.1               Copy of the Resolutions of the Board of Directors dated
                    June 11, 2001

  5                 Opinion dated June 11, 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 June 11, 2001.

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

  23.2              Consent of Larson Allen, Weisher, & Co. LLC, 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
<PAGE>



     (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
<PAGE>


                                   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 11th day of
June, 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          June 11, 2001


/s/ LEONARD KLARICH
------------------------
Leonard Klarich                             Director          June 11, 2001


/s/ JURGEN WOLF
------------------------
Jurgen Wolf                                 Director          June 11, 2001


/s/ IAN LAMBERT
------------------------
Ian Lambert                                 Director          June 11, 2001


/s/ KURT ZIEMER
------------------------
Kurt Ziemer                                 Director          June 11, 2001


                                        7
<PAGE>


                                  EXHIBIT INDEX


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

    4.1               Copy of Resolution of the Board of Directors dated
                      June 11, 2001

    5                 Opinion dated June 11, 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 June 11, 2001

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

    23.2              Consent of Larson Allen, Weisher, & Co. LLC, certified
                      public accountants.
[{"type": "S-8", "sequence": "1", "filename": "e85407_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 12378}]
{"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": "333-62796", "film-number": "1659190"}, "business-address": {"street1": "650 SENTRY PKWY STE ONE", "city": "BLUE BELL", "state": "PA", "zip": "19422", "phone": "6109412109"}, "mail-address": {"street1": "650 SENTRY PARKWAY", "street2": "SUITE ONE", "city": "BLUE BELL", "state": "PA", "zip": "19422"}}
As filed with the Securities and Exchange Commission on June 11, 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     TO BE        OFFERING PRICE   AGGREGATE           REGISTRATION
BE REGISTERED     REGISTERED   PER SHARE (1)    OFFERING PRICE(1)   FEE
--------------------------------------------------------------------------------
Common
Stock, $.0001
Par Value          500,000         $.25             $125,000          $ 50.00
--------------------------------------------------------------------------------
                                                      TOTAL           $ 50.00

(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 February 19, 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
                    June 11, 2001

  5                 Opinion dated June 11, 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 June 11, 2001.

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

  23.2              Consent of Larson Allen, Weisher, & Co. LLC, 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 11th day of
June, 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          June 11, 2001

/s/ LEONARD KLARICH
------------------------
Leonard Klarich                             Director          June 11, 2001

/s/ JURGEN WOLF
------------------------
Jurgen Wolf                                 Director          June 11, 2001

/s/ IAN LAMBERT
------------------------
Ian Lambert                                 Director          June 11, 2001

/s/ KURT ZIEMER
------------------------
Kurt Ziemer                                 Director          June 11, 2001

                                        7
EXHIBIT INDEX

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

    4.1               Copy of Resolution of the Board of Directors dated
                      June 11, 2001

    5                 Opinion dated June 11, 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 June 11, 2001

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

    23.2              Consent of Larson Allen, Weisher, & Co. LLC, certified
                      public accountants.