As filed with the Securities and Exchange Commission on September ________, 2002
                                                   Registration No. ____________

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

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

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

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

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

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

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

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

                                Myles J. Tralins
                           Tralins & Associates, Inc.
                         One Biscayne Tower, Suite #2930
                          Two South Biscayne Boulevard
                              Miami, Florida 33131
                                 (305) 374-3300

                         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          $700,000    $.11             $77,000             $7.08
--------------------------------------------------------------------------------
                                                TOTAL               $7.08
================================================================================


(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 Stock of Tasty Fries, Inc. (the
"Registrant") pursuant to the Resolutions of the Board of Directors of the
Registrant on September 3, 2002.

<PAGE>
                                        3


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

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

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

ITEM 4. DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

<PAGE>


                                        4


ITEM 8. EXHIBITS

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

     4.1  Copy of the Resolutions of the Board of Directors dated September 3,
          2002.

     5    Opinion dated September 3, 2002 of Tralins & Associates, P.A. relating
          to the issuance of shares of Common Stock pursuant to the Resolutions
          of the Board of Directors dated September 3, 2002.

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

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


<PAGE>
                                       5


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.

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

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

<PAGE>
                                        6


                                   SIGNATURES

     Pursuant to the Requirements of the Securities Act of 1933, as amended, the
Registrant certifies that is has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Blue Bell, State of Pennsylvania, on this 4th day of
September, 2002.

                                         TASTY FRIES, INC.

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

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

                                   TITLE                         DATE
                                   -----                         ----

/s/ EDWARD C. KELLY                Director               September 4, 2002
------------------------
Edward C. Kelly


/s/ LEONARD KLARICH                Director               September 4, 2002
------------------------
Leonard Klarich


/s/ JURGEN WOLF                    Director               September 4, 2002
------------------------
Jurgen Wolf


/s/ IAN LAMBERT                    Director               September 4, 2002
------------------------
Ian Lambert


/s/ KURT ZIEMER                    Director               September 4, 2002
------------------------
Kurt Ziemer

<PAGE>


                                       7


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

4.1                   Copy of Resolutions of the Board of Directors dated
                      September 3, 2002

5                     Opinion dated September 4, 2002 of Tralins & Associates,
                      P.A. relating to the issuance of shares of Common Stock
                      pursuant to the Resolutions of the Board of Directors
                      dated September 3, 2002.

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

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


<PAGE>


                                   RESOLUTIONS

     RESOLVED, that in payment for legal services provided to the Company by
Bruce J. Lurie from February 1, 2001 through August 30, 2002, the Company grants
350,000 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 of its filing
obligations under the Securities Exchange Act of 1934 (the "Exchange Act").

     RESOLVED, that in payment for legal services provided to the Company by
Myles J. Tralins from November 15, 2001 through August 30, 2002, the Company
grants 350,000 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 of its
filing obligations under the Securities Exchange Act of 1934 (the "Exchange
Act").

Dated: September 4, 2002
[{"type": "S-8", "sequence": "1", "filename": "e89728_s-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 13168}]
{"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": "333-99231", "film-number": "02758073"}, "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": "YO SYSTEMS LTD", "date-changed": "19870417"}, {"former-conformed-name": "METRO SYSTEMS INC", "date-changed": "19910805"}, {"former-conformed-name": "ADELAIDE HOLDINGS INC", "date-changed": "19930929"}]}
As filed with the Securities and Exchange Commission on September ________, 2002
                                                   Registration No. ____________

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

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

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

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

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

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

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

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

                                Myles J. Tralins
                           Tralins & Associates, Inc.
                         One Biscayne Tower, Suite #2930
                          Two South Biscayne Boulevard
                              Miami, Florida 33131
                                 (305) 374-3300

                         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          $700,000    $.11             $77,000             $7.08
--------------------------------------------------------------------------------
                                                TOTAL               $7.08
================================================================================

(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 Stock of Tasty Fries, Inc. (the
"Registrant") pursuant to the Resolutions of the Board of Directors of the
Registrant on September 3, 2002.
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

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

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

ITEM 4. DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.
4

ITEM 8. EXHIBITS

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

     4.1  Copy of the Resolutions of the Board of Directors dated September 3,
          2002.

     5    Opinion dated September 3, 2002 of Tralins & Associates, P.A. relating
          to the issuance of shares of Common Stock pursuant to the Resolutions
          of the Board of Directors dated September 3, 2002.

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

     23.2 Consent of Goldenberg, Rosenthal, LLP, Independent Certified Public
          Accountants.
5

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.

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

     (3) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding), is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
6

                                   SIGNATURES

     Pursuant to the Requirements of the Securities Act of 1933, as amended, the
Registrant certifies that is has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Blue Bell, State of Pennsylvania, on this 4th day of
September, 2002.

                                         TASTY FRIES, INC.

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

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

                                   TITLE                         DATE
                                   -----                         ----

/s/ EDWARD C. KELLY                Director               September 4, 2002
------------------------
Edward C. Kelly

/s/ LEONARD KLARICH                Director               September 4, 2002
------------------------
Leonard Klarich

/s/ JURGEN WOLF                    Director               September 4, 2002
------------------------
Jurgen Wolf

/s/ IAN LAMBERT                    Director               September 4, 2002
------------------------
Ian Lambert

/s/ KURT ZIEMER                    Director               September 4, 2002
------------------------
Kurt Ziemer
7

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

4.1                   Copy of Resolutions of the Board of Directors dated
                      September 3, 2002

5                     Opinion dated September 4, 2002 of Tralins & Associates,
                      P.A. relating to the issuance of shares of Common Stock
                      pursuant to the Resolutions of the Board of Directors
                      dated September 3, 2002.

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

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

     RESOLVED, that in payment for legal services provided to the Company by
Bruce J. Lurie from February 1, 2001 through August 30, 2002, the Company grants
350,000 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 of its filing
obligations under the Securities Exchange Act of 1934 (the "Exchange Act").

     RESOLVED, that in payment for legal services provided to the Company by
Myles J. Tralins from November 15, 2001 through August 30, 2002, the Company
grants 350,000 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 of its
filing obligations under the Securities Exchange Act of 1934 (the "Exchange
Act").

Dated: September 4, 2002