================================================================================

                                  FORM 10-KSB/A
                                 Amendment No. 3

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                   For the fiscal year ended January 31, 2000

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

             For the transition period from _________ to __________

                         Commission File No. 33-4460-NY
                     --------------------------------------

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

           NEVADA                                       65-0259052
------------------------------                  -------------------------------
  State or other jurisdiction                        (I.R.S. Employer
incorporation or organization                       Identification No.)

                          650 SENTRY PARKWAY, SUITE ONE
                               BLUE BELL, PA 19422
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (610) 941-2109
                             -----------------------
        Securities registered pursuant to Section 12(b) of the Act: None
        Securities registered pursuant to Section 12(g) of the Act: None

     Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

Yes  [X]         No  [  ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [X]

State issuer's revenues for its most recent fiscal year: None

The aggregate market value of the common voting stock held by non-affiliates as
of April 26, 2000: Not Determinable.

Shares outstanding of the registrant's common stock as of April 26, 2000:
30,983,902 shares.


<PAGE>



PART I

ITEM 1. DESCRIPTION OF BUSINESS.

(A)     GENERAL BUSINESS DEVELOPMENT

     Tasty Fries, Inc. (the "Company") was incorporated under the laws of the
State of Nevada on October 18, 1985, under the name Y.O. Systems, Ltd. The
Company was organized to raise capital and then seek out, investigate and
acquire any suitable assets, property or other business potential. No specific
business or industry was originally contemplated. The Company was formed as a
"blank check" company for the purpose of seeking a business acquisition without
regard to any specific industry or business.

     The Company was unsuccessful in certain business proposals and began
actively looking for a business acquisition during 1990.

     Effective July 29, 1991, the Company issued 13,500,000 shares of restricted
common stock (after giving effect to a 1 for 50 reverse stock split) to the
stockholders of Adelaide Holdings, Inc., a private Delaware corporation
incorporated in April, 1990 (hereafter referred to as "AHI"). The 13,500,000
shares represented approximately 80% of the 16,845,370 shares of common stock of
the Company outstanding after the acquisition.

     The Company also amended its Articles of Incorporation to include a
provision that officers and directors of the Company are not liable for damages
as a result of a breach of fiduciary duty except in certain specified instances
under Nevada law. In September 1993, the Company amended its Articles of
Incorporation changing its name to Tasty Fries, Inc.

     On December 16, 1996, a majority of the issued and outstanding voting
securities of the Company, by written consent, approved a 1 for 20 reverse split
of the Company's common stock and authorized an amendment to the Company's
Articles of Incorporation to change its authorized common shares to 25,000,000
shares of common stock and its par value to $.001 per share. The Amendment was
filed with the Nevada Secretary of State on December 18, 1996 and the reverse
stock split was effective on December 23, 1996.

(B)  BUSINESS OF THE COMPANY

     GENERAL

     The Company has developed a patented French fries vending machine (the
"Machine"). The Company intends to manufacture and market the machine in both
domestic and international markets through a combination of exclusive,
territorial distributorships and traditional sales to established companies in
the vending industry. The Company may also own and operate machines itself. The
Machines are expected to be located in high-traffic locations that have
historically been successful for vending operators, such as universities,
airports, bus and train stations, high schools, military bases, industrial
locations and recreational venues.

                                       1

<PAGE>


     The Company has also developed a related proprietary potato product for the
production of French fries in the Machine (the "Potato Product"). Although the
Company has developed its own potato product, the Company presently intends to
purchase a comparable potato product, for use in the machine, from a third
party. This strategic determination is driven by the high costs associated with
establishing a production line to produce its own, proprietary Potato Product.
At such time as the economics of the business and the success of the machine
warrant the capital investment of a production line, the Company may manufacture
its own, proprietary Potato Product or license the product to a contract
manufacturer.

     The Company's basic business strategy is to market the machines and the
ancillary products that are required to prepare each serving of French fries.
These ancillary products include the potato product, vegetable cooking oil and
serving cups (with salt and ketchup packets attached). The Company's long-term
profitability and success will be driven primarily by the revenue and
accompanying profit to the Company associated with each and every vended portion
sold from its installed base of Machines.

     The Company had previously received a federally registered trademark for
its former name and logo, "Adelaide." The Company has subsequently federally
registered its name and logo, "Tasty Fries," as a federal trademark on the
Supplemental Register and has been marketing the Machine and its products under
that name.

DESIGN AND MANUFACTURING

     In 1992, persons then associated with the Company filed a U.S. patent
application with respect to a device for the vending of fresh French fried
potatoes (the original machine), which was assigned to the Company on October 9,
1992. In January 1993, the Company entered into a manufacturing agreement with
Premier Design, Ltd. ("Premier") for the production of its vending machine (the
"Premier Agreement"). The Premier Agreement provided that Premier would refine
and manufacture the original machine. The Agreement called for the Company and
Premier to share the development costs of the project; such costs were to
include design, engineering and initial manufacturing costs projected over the
initial quantity of production machines. The Agreement also provided for Premier
to manufacture any additional or similar machines for the Company. The Premier
Agreement could not be terminated by either party so long as Premier provided
the Machines as required by the Company. Pursuant to the terms of the Premier
Agreement, the first initial production of machines was to be delivered by June
15, 1993.

     As one element of the process undertaken by Premier, an engineering review
of the machine was to be performed. Mr. Harry Schmidt, president of Premier,
retained the services of Mr. Edward C. Kelly to perform said evaluation. In
February 1993, Mr. Kelly submitted the findings of his evaluation. Mr. Kelly's
study found the device failing to perform as anticipated and his review
identified significant and numerous mechanical and design problems. Mr. Kelly
and Premier's recommendation to prior management was that the existing machine
should be abandoned completely. Prior management, none of whom are presently
connected with us, believed they had developed a viable production model French
fry vending machine. They decided to abandon the original device. We retained
Premier Design to design and develop a


                                       2

<PAGE>


machine based on new and different technology. Kelly and Premier began the
process of designing a new machine in March 1993.

     Premier is a private company owned by Mr. Schmidt. Mr. Schmidt was
subsequently appointed to the Company's Board of Directors in May 1993, but did
not stand for reelection to the Board in September 1995. At the time of the
original Premier Agreement, neither Mr. Schmidt nor Mr. Kelly had any
affiliation with the Company. Edward C. Kelly joined the Company as Executive
Vice President in January 1994 and was subsequently appointed to the Company's
Board of Directors in February 1994. In June of 1994, he was named President of
the Company.

     In December 1994, having completed much of the design and development of
the new Machine, the partners amended the original manufacturing contract (the
"Premier Amendment"). The Premier Amendment described the terms under which
Premier would manufacture the 10 prototype models of the new machine and begin
manufacture of the production units.

     In July 1996, a U.S. patent was issued in Mr. Kelly's name for the Machine.
Mr. Kelly assigned the patent rights for the Machine to Premier based upon the
terms of the Premier Amendment and the express understanding between Premier,
the Company and Mr. Kelly (individually) that: (i) upon issuance, the patent
would be assigned 100% to Premier as consideration for the significant funds
expended by Premier in the development of the machine; (ii) Premier would
immediately assign the Company a 50% interest in the patent upon payment to
Premier by the Company of one-half of the total development costs.

     The Company's 50% share of the development costs were later determined
to be $650,000 (not including the $350,000 paid by the Company for the 10
prototype machines). The current balance due Premier is $350,000, after $100,000
payments in each of July 1996, July 1997 and January 1998. Premier will also
receive $250 per Machine manufactured by a third party. Management and the Board
of Directors agreed to these terms with Premier based upon the potentially
prohibitive costs to the Company resulting from protracted litigation (monetary
and otherwise) and the agreement of Premier to waive any rights it may have to
manufacture the machine.

     In the spring of 1996, the Company and Premier agreed that Premier would be
unable to manufacture the Machines under the terms of the Premier Amendment. On
June 17, 1996, the Company announced its intention to award the manufacturing
contract for the Machine to S&H Electronics of Robesonia, Pennsylvania ("S&H"),
an unaffiliated third party, and subsequently entered into a non-exclusive
manufacturing agreement with S&H for such purpose. S&H is a
contract-manufacturer, which specializes in the assembly and testing of
electro-mechanical assemblies and equipment. In January 2000, the Company opened
an assembly facility in Portsmouth, New Hampshire and are hiring subcontractors
to produce the first 25 units. These first 25 units will be produced by
subcontract manufacturers located in Portsmouth, New Hampshire.

                                       3

<PAGE>


PRE-PRODUCTION TOOLING

     The pre-production tooling stage for the machine is a critical element of
the process of getting the machine into commercial production. Consider that the
Tasty Fries device is comprised of approximately 3,100 individual parts. A
portion of these parts are basic, "off-the-shelf" manufacturing components such
as hardware, lighting and electrical components. However, approximately 75% of
the components are customized parts that require a subcontract supplier to
manufacture specifically for Tasty Fries. Because of the costs associated with
manufacturing these custom-designed parts, the most critical components have
been designed to be tooled, molded or cast by the various suppliers. While very
costly and time-consuming in the front-end of a project, the tooling of various
component parts will: (a) ensure the consistency and quality of the machine's
critical parts and (b) greatly reduce the unit costs of both the individual
parts and the overall machine, as production volume increases. As with our
overall business plan, the tooling process itself has been delayed over the past
12-18 months due to the lack of capital available to complete the process.

     The pre-production tooling stage is complete. The Company is considering,
but has not made a determination to produce a table top model of the machine.
Modifying the existing machine for table top use and ordering tooling would cost
approximately $200,000 to $300,000. Customized parts will be marketed to
operators of the machine, be they owners or leasees. No third parties will have
any interest in the sale of the parts. The Company is unable to estimate when
sale of the parts might commence but when they do, revenues are not expected to
be significant.

THE MACHINE

     The Machine is designed to produce quality, freshly-made French fries
utilizing a unique method that automatically converts a dehydrated potato
product into rehydrated potato mix, delivers this mix into a proprietary forming
and cooking cycle, and finally into complete, high-quality, freshly-made French
fries. The potato product can be stored at room temperature, has a shelf-life of
between 12 and 24 months (depending on storage conditions), requires no
refrigeration or freezing, and occupies less storage space than frozen fries,
thereby offering greater storage capacity than competing technologies which use
frozen French fries. The French fries are delivered to the consumer in a 4-ounce
serving of 32 French fries. From the time currency is deposited, the total vend
time for an order of fries from the final production model Machine is estimated
to be approximately one and one-half minutes. The utilization of a
state-of-the-art combination of computer driven mechanics makes this possible.
Attached to the bottom of the vended cup are individually prepackaged portions
of ketchup and salt.

     The design of the Machine involves the use of a vegetable oil enabling the
process to deliver a cholesterol-free product. Each vend contains French fries
which are crisp and golden brown. The quality of the product is consistently
uniform in each vend. The Machine has the capacity to produce 500 vends before
any refill of potato product or other ingredient is required. The Machine is
computer-controlled and communicates with the consumer from the time the money
is deposited into it until the time the vended cup of fresh French fries is
delivered. The Machine can accept dollar bills, coins or any combination
thereof, depending on the vend charge, which can be changed at anytime by simply
reprogramming the currency mechanism.

                                       4

<PAGE>


     The Machine requires a 220-volt electrical connection and is equipped with
modern computer technology using microprocessors and sensors. If the machine
operator desires, the Machine can communicate with a central data base, via
modem, to make available immediate information on product levels, service issues
or currency levels. The machine's cash management program enables it to monitor
the cash position at any time and the amount of vends, which allows for
spontaneous and immediate cash reporting to the vending operator.

     The Machines have been designed to be repaired on-site without the
necessity of being returned to the manufacturer. It is anticipated that ongoing
maintenance will be limited, and the majority of an operator's labor
expenditures will involve the replenishment of products into the Machines. At
such time, oil and water will be replaced and additional cups (with condiment
packages attached) will be restocked. Water will also be changed at such time
unless the Machine is directly attached to a plumbing supply, which is not
necessary for the Machine's operation. The frequency with which the Machine must
be restocked depends completely upon the number of vends dispensed daily.

     There will be 2 certifications that will provide independent confirmation
of the uniform quality of our product - Underwriter's Laboratory ("UL") and
National Automatic Merchandising Association. The Company has undergone
preliminary testing from UL and our pre-production models have met with their
approval. However, neither group will award certification pending examination of
commercial production. The Company expects to receive approvals with commercial
production.

THE POTATO PRODUCT

     The Company's proprietary Potato Product for use in the Machine was
developed in 1995 by a third party contractor. Management estimates that the
cost to establish a manufacturing line to produce the Potato Product is
significant. Due to the considerable costs involved and the current availability
of another potato product that is comparable with the Company's Potato Product
for use in the Machine, the Company does not currently intend to establish a
manufacturing line for the production of its own product. SEE "AVAILABILITY OF
RAW MATERIALS."

MARKETING

     The Company has historically marketed the Machines and the products
exclusively through territorial distributorships. The Company currently intends
to market its products in both domestic and international markets through a
combination of exclusive, territorial distributorships and traditional sales to
established companies in the vending industry. The Company may also own and
operate machines itself.

     The existing distributorship agreements vary from territory to territory,
but essentially require an up-front payment and minimum annual payments usually
over the life of the contract. Most distributors must also pay a specified sum
per Machine purchased as a credit toward the minimum annual payments. Most
distributorship agreements require a minimum number of Machines to be purchased
per year.

                                       5

<PAGE>


     The Company has sold or granted an aggregate of 15 territorial
distributorships. In the course of normal business, some of these
distributorships have been reacquired by the Company and others have been
terminated due to default on behalf of the distributor. There are currently 7
distributorships, which have not been terminated or reacquired. Termination of a
distributorship territory requires refund of the distribution deposit. The
Company has complied with all refund request. The distributor's obligations to
make further payments, after tendering the initial deposit required upon
execution of the distributorship agreement, are conditioned on our ability to
ship its Machines and related products. Management believes that once commercial
production of Machines is commenced and distributors notified and required to
place orders for Machines, some of such distributors may be financially unable
to do so or may simply elect not to purchase Machines and effectuate their
respective agreement.

     The Company has retained the services of Claridge Capital Corporation to
assist with the Marketing and Sales of the Machine. Claridge has been
instrumental in developing and maintaining the Company's web site
(www.tastyfries.com) and introducing the Company to the marketplace.

CALIFORNIA FOOD & VENDING, INC.

     In May 1991, the Company entered into a joint venture agreement with
California Food & Vending ("CFV"), another vending and food service company with
a high interest in the research and development of a French fry vending machine.
The companies planned to work together in the manufacturing and marketing of a
French fry machine. Disputes arose between the parties, litigation was
instituted by CFV and in July 1999 the disputes were settled and the litigation
dismissed. Pursuant to the settlement agreement, the Company regained our
distributorship rights for the State of California; agreed to pay CFV the sum of
$1,000,000 which has been paid; issue 250,000 shares of our common stock to CFV;
and CFV will receive $350 for each of the first 500 machines produced and $450
per machine indefinitely thereafter and $.25 for each pound of potato product
sold by Tasty Fries.

LEASE FINANCING

     In September 1996, the Company entered into a vendor agreement (the "Vendor
Agreement") with Forrest Financial Corp., a leasing company, to provide lease
financing to distributors and others who may wish to lease Machines rather than
purchase them outright. The Vendor Agreement provides that up to $15 million
will be made available to qualified lessees for this purpose. The Leasing
Company has since qualified approximately 1,400 vending companies, which it
believes have the financial capability and experience to lease Machines from the
Leasing Company and place them in geographically desirable locations. The
Company believes that lease financing will be an important element of its
strategic plan, as leasing is a very prevalent financing structure used in the
vending industry.

                                       6

<PAGE>


COMPETITION

     The technology in Tasty Fries' machine has been awarded U.S. patent
#5,537,916 issued June 23, 1996. Other attempts to bring a French fry vending
machine to market have not utilized the Company's patented technology. Tasty
Fries process of using dehydrated potato is the difference between us and the
competition. Most attempts use either a frozen or pre-cooked potato and are
heated by microwave or convection oven. Our patented process is unique and we
believe produces the best tasting product. The Company faces competition from
other suppliers of French fries, including fast food outlets. The Company is
aware of other companies, which have test marketed French fry vending machines
or are in the process of developing such machines. Certain of the companies may
be viewed as competitors or may become competitors in the future. Tasty Fries is
aware of at least three competitors in the French fry vending machine business:
Ore-Ida, TEGE and Vendotech.

     Ore-Ida, a U.S.-based major manufacturer and distributor of frozen potato
products, has developed a machine that uses frozen, precut French fries, which
are heated by a hot-air system. Ore-Ida has spent many years and considerable
capital in the development of their machine. They have been marketing their
machine domestically and abroad for a number of years. Ore-Ida has produced 500
machines of which approximately 100 are installed in the United States and
Europe. Vendotech, a European company, also utilizes a frozen, precut French
fry, which it cooks in oil. Vendotech has a marketing alliance with McCain, a
large Canadian potato producer. Vendotech has no readily available information
regarding placement or performance of their machines. TEGE uses a dehydrated
potato powder, which is formed into French fries, and cooked in oil. TEGE
installed one machine in a department store in Europe but subsequently removed
it due to technical difficulties. TEGE's current marketing strategy is focused
on four primary European markets. Ore-Ida, Vendotech and TEGE have had
substantially greater financial resources to obtain market share for their
products.

     Management believes, although no assurances are given, that due to current
demand for French fried potatoes, that there may be additional competition in
the future in the area of French fry vending.

AVAILABILITY OF RAW MATERIALS

     The raw materials or inputs used by the machine in the production of each
serving of fries are: potato product, cooking oil, water and serving cups (with
ketchup and salt packets attached to the bottom). Management believes that the
oil, condiments and serving cups used in the dispensing of French fries are
readily available from its current suppliers. In the event that one or more of
these materials were to be unavailable from a current supplier, the Company is
confident that comparable substitute products would be available from other
suppliers. We presently purchase potato product from two unrelated sources. We
currently have no contract (exclusive or otherwise) or licensing rights to
purchase the potato product from any supplier. At such time in the future as may
be warranted by the success of our business, we may elect to enter into the
production of our own proprietary potato product or enter into contract
manufacturing for the same. SEE "POTATO PRODUCT."

                                       7

<PAGE>


PATENTS AND PROPRIETARY RIGHTS

     The Machine's inventor, Edward C. Kelly, is Tasty Fries' President and
Chief Executive Officer and was issued a patent by the U.S. Patent and Trademark
office in July 1996. In addition, the Company is seeking, but has not yet
received, patent protection in Canada, Japan, Israel, Brazil and the European
Patent office (which currently represents 17 European countries). The Israel
patent has been granted; the Company is awaiting examinations of the European
and Brazil applications; the Canada and Japan applications have been deferred,
the Company can not estimate when these patents will be granted.

     The Company intends to seek patent, trademark and related legal protection
in the future where it deems the same to be beneficial. However, legal
protections and precautions do not prevent third party development of
competitive products or technologies. There can be no assurance that the legal
precautions and other measures taken by the Company will be adequate to prevent
misappropriation of our proprietary technology. Notwithstanding the foregoing,
the Company does not intend to be solely dependent upon patent protection for
any competitive advantage. The Company expects to rely on its technological
expertise and the early entry into the marketplace of its Products to further
enhance its position as a leader in the field and protect its technologies.

GOVERNMENTAL APPROVALS AND REGULATIONS

     The Machine was designed and developed in consideration of applicable
governmental and industry rules and regulations. Management believes that the
Machine's design complies with National Sanitation Foundation ("NSF") guidelines
as well as Underwriter's Laboratory ("UL") standards. The Machine will receive
UL and NSF approvals prior to sale and installation. The Company has requested
that the Machine be inspected and expects to have the Machine inspected by
various regulatory agencies during the production process but prior to sale and
installation. In this regard, management has begun the process of obtaining UL
certification. The Company is also seeking certification from the National
Automatic Merchandising Association ("NAMA"). Management has been advised that
all certifications and approvals should be applied for upon commercial
production and would not issue until such time. Management believes, although no
assurance is given, that the required approvals from UL, NAMA and the various
regulatory agencies are obtainable and is not currently aware of anything that
will delay the necessary approvals.

     Management is not aware of and does not believe that there are any
specifically applicable compliance requirements under state or federal
environmental or related laws relating to the manufacture and operation of the
machine.

RESEARCH AND DEVELOPMENT COSTS

     For the fiscal years ended January 31, 2000 and 1999, the Company incurred
$144,403 and $585,417, respectively, in costs and expenses relating to the
research and development of its machine.

                                       8

<PAGE>



     The Company could incur additional research and development costs over the
next year should a counter top model of our French fry vending machine be
introduced. No decision has been made regarding introduction of such a model.
Projected costs to design, develop and manufacture this model should not exceed
$300,000 as much of the technology can be transferred from the standard vending
machine.

PERSONNEL

     As of January 31, 2000, the Company had a total of two full-time employees.
Additional employees are expected to be hired during the next 12 months if the
Company's proposed plan of operation is successful and there is sufficient cash
flow from operations, if any, which remains constant to support such additional
expense. If hired, such additional employees may include a director of
marketing, a chief financial officer, and sales and marketing personnel. At the
present time, management is unable to estimate how many employees will be needed
during the next 12 months.

ITEM 2.  PROPERTIES.

     The Company owns no significant properties. Since June 1994, it has leased
executive office space at the premises located at 650 Sentry Parkway, Suite One,
Blue Bell, Pennsylvania 19422. The Company's current lease commitments total
approximately $2,085 per month until May 31, 2001. At the present time,
management believes that this office space is sufficient; however, the Company
may require additional space during the next 12 months.

ITEM 3.  LEGAL PROCEEDINGS.

     On August 28, 1996, the Company, Edward C. Kelly and Premier Design, Ltd.
were added as defendants to a civil law suit in the Riverside County Branch of
the Superior Court of the State of California brought by Prize Frize, Inc.,
William Bartfield and Larry Wirth. The suit also named as defendants
approximately 25 other parties, all allegedly involved, in some manner, in the
pursuit of the French fry machine concept and/or business. The case was removed
to Federal Court. The Company successfully moved for dismissal of the claim on
behalf of itself and Mr. Kelly; the case was dismissed on June 2, 1997. The
dismissal was reversed on appeal by the Federal Court and the case was remanded
to State Court. The plaintiffs' claim against Tasty Fries was severed. The
claims against Edward C. Kelly and Premier Design, Ltd. were dismissed. The
claim brought by Prize Frize asserts that the Company has usurped its trade
secrets by developing a French fry vending machine, which utilizes the Basic
American Food potato product. The Company denies the allegations and is
vigorously defending the litigation. It is the opinion of the Company's counsel
that Prize Frizes' lawsuit lacks merit and that the Company will prevail.

                                       9


<PAGE>


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matter was submitted to a vote of security holders through solicitation
of proxies or otherwise during the fourth quarter of the fiscal year covered by
this Report.

PART II.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.

     The common stock of the Company is quoted on the OTC Bulletin Board, under
the symbol "TFRY." The following table sets forth the highest and lowest bid
prices for the common stock for each calendar quarter during the last two years
and subsequent interim periods as reported by the National Quotation Bureau.

     The prices set forth below represent inter-dealer quotations, without
retail markup, markdown or commission and may not be reflective of actual
transactions.

                                                       High Bid    Low Bid
                                                       --------    -------
         FISCAL 1998
         -----------
         First Quarter .........................         $ .95      $.51
         Second Quarter ........................         $ .85      $.45
         Third Quarter .........................         $1.30      $.38
         Fourth Quarter ........................         $ .59      $.32

         FISCAL 1999
         -----------
         First Quarter .........................         $ .87      $.25
         Second Quarter ........................         $ .78      $.42
         Third Quarter .........................         $ .84      $.35
         Fourth Quarter ........................         $ .73      $.34

         FISCAL 2000
         -----------
         February 1 through April 27 ...........         $ .73      $.38

(B)      HOLDERS.

     The approximate number of record holders of the Company's common stock as
of April 26, 2000 is 1,186.

(C)  DIVIDENDS.

     The Company has not paid any cash dividends to date and does not anticipate
or contemplate paying dividends in the foreseeable future. It is the present
intention of management to utilize all available funds for the development of
the Company's business.


                                       10

<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATION.

         PLAN OF OPERATION

     The Company's basic business model is to market the Machines and the
ancillary products that are required to prepare each serving of French fries.
These ancillary products include the potato product, vegetable cooking oil and
serving cups (with salt and ketchup packets attached). The Company's long-term
profitability and success will be driven by a significant degree by the revenue
and accompanying profit to the Company associated with each and every vended
portion sold from its installed base of Machines.

     With that business model in mind, the Company's current plan of operation
is to manufacture an initial quantity of 25 Machines. Management currently
estimates that a portion of these initial Machines will be sold to third parties
(existing distributors and others) and a number of them will be owned and
operated by the Company. Tasty Fries intends to place its Machines in locations
within the greater Portsmouth, New Hampshire area.

     Management believes that, once in full production, the business cycle of
the Company will allow it to operate in a cash positive fashion. That is, the
Company will require a significant advance payment from its customers with
receipt of each order; therefore providing a good portion of the capital
necessary to fund the procurement of essential component parts for machine
production. If management is incorrect in this assumption, the Company's capital
needs for manufacturing may be greater than currently anticipated. In this
event, the Company will be required to raise additional funds. There can be no
assurances given that any funding, including that which may be required to be
advanced, will be available or if available, on terms satisfactory to the
Company.

     Based upon the Company's internal projections, the Company should receive
sufficient cash flow to support the modest expansion of operations over the next
12 months. Although management cannot assure the ultimate success of its plan,
it is reasonably confident that it will enable the Company to continue its
business and grow modestly.

LIQUIDITY AND CAPITAL RESOURCES

     Since its inception, the Company has had no revenues from operations and
has relied almost exclusively on stockholder loans, limited distribution
deposits and sales of securities to raise working capital to fund operations. At
January 31, 2000, the Company had approximately $10,703 in cash.

     In June 1997, the Company received $1,000,000 from three non-"U.S.
Persons," as defined in Regulation S, in exchange for notes convertible into the
Company's common stock. The financing was completed pursuant to Section
903(c)(2) of Regulation S under the Securities Act of 1933. Pursuant to the
terms of the financing, the Company issued 1,142,857 shares of common stock to
be held in escrow, pending the potential conversion of notes. The notes bear
interest at 7% annually and have a maturity date of May 14, 2000. In connection
with the financing, the Company also issued 250,000 common stock purchase
warrants. In September 1997, the note holders converted an aggregate of $397,679
of principal into 700,000 shares of

                                       11

<PAGE>



common stock. In November 1997, the Company issued an additional 380,000 shares
of common stock to be held in escrow for potential conversion of notes. As of
January 31, 1998, the aggregate outstanding principal balance of the convertible
notes was $602,321. The remaining 822,857 shares of common stock in escrow were
not deemed to be outstanding as of January 31, 1998. In February 1998, an
additional 444,000 shares of common stock were issued into escrow, pending
conversion of the notes. During the year ended January 31, 1999 the Company
issued 1,480,280 shares of common stock in satisfaction of the remaining
$602,321 of convertible notes.

     In November 1997, in a separate transaction, the Company received
$1,600,000 from six non-"U.S. persons," as defined in Regulation S, in exchange
for notes convertible into the Company's common stock. The financing was
completed pursuant to Section 930(c)(2) of Regulation S under the Securities Act
of 1933. Pursuant to the terms of the financing, the Company issued 2,400,000
shares of common stock to be held in escrow, pending the potential conversion of
notes. The notes bear interest at 6% annually and have a maturity date of
November 5, 2000. In connection with the financing, the Company also issued
720,000 common stock purchase warrants. As of January 31, 1998, the aggregate
outstanding principal balance of the convertible note was $1,600,000. The
2,400,000 shares of common stock in escrow were not deemed to be outstanding as
of January 31, 1998. In February 1998, an additional 960,000 shares of common
stock were issued into escrow pending the conversion of the notes. During the
year ended January 31, 1999 the Company issued 4,105,870 shares of common stock
in satisfaction of these convertible notes.

     In January 1998, the Company and a private investment corporation, a former
investor in the Company from April 1996, terminated the stock purchase agreement
that had been the basis for the original investment in 1996, due to lack of
performance on the investor's part. SEE "CONSULTANTS & ADVISORS."

     In April 1998, the Company entered into an agreement to receive $1,500,000
in proceeds from the sale of restricted stock to a U.S. corporation. The Company
issued 3,000,000 post-split shares of common stock as consideration. The Company
also issued warrants to purchase 1,500,000 post-split shares of common stock at
an exercise price of $1.90; the warrants expire April 12, 2001. The Company also
issued 150,000 post-split shares of restricted stock as a commission on the
transaction. The Company and the investor have entered into an escrow agreement
for this transaction and the shares were issued into escrow, pending funding. As
of January 31, 2000, the Company has received $800,000 of the total $1,500,000
financing and 1,600,000 of the total 3,000,000 shares have been released. SEE
"SUBSEQUENT EVENTS."

     Although management currently estimates that the April 1998 financing will
allow it to proceed with its current plan of operation, the Company will need to
raise additional capital to enter into full-scale production. If the Company is
unable to obtain the desired funding from any source, it is highly unlikely that
it will be able to generate a sufficient amount of cash to support its
operations during the 12 months following the date hereof, unless it is able to
obtain the necessary funds from the sale of debt and/or equity during such
period. Based upon its past history, management believes that it may be able to
obtain funding in such manner but is unable to predict with any certainty the
amount and terms thereof.

                                       12

<PAGE>


     Subsequent to January 31, 2000, the Company has issued additional shares
and warrants to purchase common stock to various parties as payment for services
rendered. The Company intends to continue this practice.

Results of Operations, Fiscal Years ending January 31, 1999 & 2000
------------------------------------------------------------------

     The Company had no revenues for the fiscal years ended January 31, 1999 and
2000. From fiscal 1998 to 1999, travel and entertainment expenses decreased
approximately 9% from approximately $57,656 in 1998 to approximately $52,434 in
1999 primarily due to moderate decrease in business related travel. Consulting
expenses increased from approximately $172,600 in fiscal 1998 to $1,737,432 in
fiscal 1999. The increase in consulting expenses was primarily due to the
Company's increased dependence on consultants to provide financial, business and
marketing expertise. Payroll and payroll taxes decreased approximately 31% from
approximately $573,814 in fiscal 1998 to approximately $395,700 in fiscal 1999.
The decrease payroll and payroll tax expense resulted primarily from the release
of personnel in 1999. Legal fees increased approximately 220% from approximately
$200,750 in fiscal 1998 to approximately $641,575 in fiscal 1999 due to the
defense of various lawsuits and additional filings with SEC in association with
registration statement. Management believes, although it cannot be assured, that
it has made significant inroads in stabilizing its operating and overhead costs
and should be able to move forward with its business plan as discussed herein.

Consultants & Advisors
----------------------

     The Company has in the past, and will in the future, retain consultants
with significant experience in areas such as marketing, advertising and
financing.

     In April 1996, the Company engaged L. Eric Whetstone to provide business
consulting services. As compensation for these services, Mr. Whetstone received
a one-time grant of 250,000 shares of restricted stock and an annual grant of
37,500 shares of restricted stock for the five-year period of the consulting
agreement. In January 1998, the Company accelerated the payment of the annual
compensation to Mr. Whetstone called for over the term of the five-year contract
and issued him 175,000 shares of restricted stock. Also in January 1998, Mr.
Whetstone was issued a warrant to purchase 1,000,000 shares of common stock. The
warrants have an exercise price of $1.90 and an expiration date of January 5,
2001. The warrants were issued as part of the termination of the stock purchase
agreement from April 1996. SEE "SUBSEQUENT EVENTS."

ITEM 7.  FINANCIAL STATEMENTS.

     Audited, consolidated balance sheets as of January 31, 2000, 1999 and 1998,
and related statements of operations, stockholders' equity (deficiency) and cash
flows for the years then ended and for the period from October 18, 1985
(inception) to January 31, 2000 are included after Item 12 herein.

                                       13

<PAGE>


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     Management is not aware, and has not been advised by any former
accountants, of any disagreement on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.
Management has not consulted the accountants regarding either the application of
accounting principles to any specified transaction or any disagreement with any
former accountants.

PART III.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

(A)  IDENTIFICATION OF DIRECTORS & EXECUTIVE OFFICERS

     The current directors of the Company will serve until the next annual (or
special in lieu of annual) meeting of shareholders at which directors are
elected and qualified. Names, age, period served and positions held with the
Company are as follows:

                                                  Positions with
         Name                 Age                    Company
         ----                 ---      -----------------------------------------
     Edward C. Kelly          63       President, Chief Executive Officer,
                                       Treasurer and Chairman of the Board*

     Leonard J. Klarich       65       Vice President, Secretary and Director*

     Jurgen A. Wolf           65       Director*

     Ian D. Lambert           54       Director

     Kurt R. Ziemer           44       Director

     *Member of the Executive Committee of the Board of Directors. Mr. Klarich
     was also appointed Secretary by the Board of Directors on June 3, 1996.

EDWARD C. KELLY - Mr. Kelly has been President of the Company since June 10,
1994, and a director since April 1994. He was appointed a member of the
Executive Committee on September 18, 1995, and Chairman of the Board of
Directors after the removal of Mr. Arzt (by a 2/3 majority vote of shareholders)
in June 1996. From January 1994 until June 10, 1994 he was Executive Vice
President of the Company. Mr. Kelly has been involved in the engineering and
design of the machine since 1993 and was awarded a U.S. patent in July 1996. Mr.
Kelly owned and operated Mega Products Corporation, a subcontract manufacturing
company, from 1970 through 1994. Mega serviced companies including IBM, GE,
Dupont, Gulf & Western and Kulick & Soffa.


                                       14
<PAGE>


LEONARD J. KLARICH - Since September 1995, Mr. Klarich has been a director of
the Company and also was a consultant to management from March through May 1996.
Mr. Klarich was retained as Executive Vice President of the Company in June 1996
to assist in the day-to-day operations of the Company, with specific emphasis on
distribution networks, distributors and marketing. In June 1997, his title was
changed to Vice President. He was also appointed Secretary in June 1996. Mr.
Klarich was Chairman of the Board of K&D, a high-tech graphic design company
located in Woodland Hills, California until early 1996. From 1976 to 1989 he
owned and operated Avecor, Inc., a plastics manufacturing company with revenue
in excess of $40 million upon his sale of the company. Prior thereto, he spent a
number of years as a chief operating officer of companies in need of turnaround
due to financial concerns.

JURGEN A. WOLF - Mr. Wolf has been a director of the Company and a member of the
Executive Committee of the Board of Directors since September 18, 1995. Since
1983, he has been President of J.A. Wolf Projects, Ltd., a private Vancouver
company engaged in commercial and industrial contracting. From August 1992 to
March 1993, Mr. Wolf was a director of Yukon Spirit Mines Ltd. (currently known
as Gainey Resources Ltd.). Mr. Wolf is also a director of four Canadian public
companies, which include: Consolidated Gulfside Industries, Ltd., Shoreham
Resources, Ltd., U.S. Oil Inc. and Key Capital Group, Inc.

IAN D. LAMBERT - Mr. Lambert was appointed as a director of the Company in July
1995 and was re-elected to the Board in September 1995. He is the President of
International Tasty Fries, Inc., a stockholder in the Company and, until
November 1996, was President of Yukon Spirit Mines Ltd. (now doing business as
Gainey Resources Ltd.). International Tasty Fries and Yukon are affiliated
entities. International Tasty Fries has a distributorship agreement with the
Company for a number of European countries; Yukon's distribution agreement was
reacquired by the Company in April 1998. Mr. Lambert has been involved with the
financing and management of numerous resource and industrial based public
companies, both in Canada and the U.S., since the early 1980's, and currently is
a director of five publicly traded companies of which only the Company is a
reporting company. Prior to that time, he was an Information Systems executive
with MacMillan Bloedel Ltd. and also the Manager, Systems Consulting for the
Vancouver office of Deloitte Haskins & Sells. SEE "CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS" AND "SUBSEQUENT EVENTS."

KURT R. ZIEMER - Mr. Ziemer was appointed to the Board of Directors on October
4, 1996 as the board designee of Whetstone Ventures Corporation, Inc. pursuant
to the April 30, 1996 Stock Purchase Agreement with the Company. Since 1989 he
has owned and operated Ziemer Buick-Pontiac-GMC Truck, Inc. located in New
Holland, Pennsylvania. From 1977 until 1989, he served in several capacities for
the auto dealership.

(B)      DIRECTORSHIPS.

     The current directors hold no other directorships in any Company with a
class of securities registered pursuant to Section 12 of the Exchange Act or
subject to the requirements of Section 15(d) of such Act or any Company
registered as an investment Company under the Investment Company Act of 1940,
except as disclosed herein.

                                       15

<PAGE>


(C)      IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.

         None.

(D)      FAMILY RELATIONSHIPS.

         None.


ITEM 10. EXECUTIVE COMPENSATION

(A)      GENERAL

(B)      SUMMARY COMPENSATION TABLE

                                           ANNUAL COMPENSATON (1)

                               FISCAL YEAR
         NAME &                    ENDED                           RESTRICTED
         PRINCIPAL POSITION    JANUARY 31,    SALARY      BONUS    STOCK (2)
         ------------------    -----------    ------      -----    ---------
         Edward C. Kelly           2000      $240,000
         President, CEO            1999      $267,000              $1,031,250(4)
         & Chairman(3)             1998      $289,000      $0
                                   1997      $240,000      $0

         Christopher A.            1998      $ 93,750      $0
         Plunkett, EVP(5)

         Leonard J. Klarich        1999      $ 12,400      $0
         Secretary, Director       1998      $ 60,000      $0
         & Vice President(6)       1997      $ 40,000      $0

(1)      There were no long-term incentive payments made in the year-ended
         January 31, 2000.

(2)      Value of restricted stock grants are determined by using the closing
         bid price of the Company's common stock on the date of issuance.

(3)      Mr. Kelly has served as President and Treasurer of the Company since
         June 10, 1994, a director since April 1994, Chairman of the Board since
         June 3, 1996, and was Executive Vice President from January 1994 to
         June 10, 1994. This table does not include: (i) accrued director
         compensation of approximately $833 per month since September 1995; (ii)
         a restricted stock award of 9,206 post-split shares granted to Mr.
         Kelly as a component of his compensation for the fiscal year ended
         January 31, 1996; (iii) options granted to each of board member on
         October 1, 1996 by the Board of Directors for 50,000 post-split shares
         of restricted common stock exercisable for three years at $4.00 per
         share and an


                                       16

<PAGE>


         option granted for 1,000,000 post-split shares of common stock
         exercisable for two years at .50 per share.

(4)      Represents the value assigned to a restricted stock grant of 1,500,000
         post-split shares made to Mr. Kelly on September 11, 1997, pursuant to
         the terms of the Stock Purchase Agreement from April 1996.

(5)      Mr. Plunkett served as Executive Vice President of the Company from
         June 1997 through June of 1998.

(6)      This table does not include: (i) accrued director compensation of
         approximately $833 per month since September 1995; (ii) an option to
         purchase 1,042 post-split shares of common stock exercisable at $2.40
         per share until December 15, 2005, automatically granted to each
         non-employee director under the 1995 Stock Option Plan on December 15,
         1995, (iii) an option to purchase 4,082 post-split shares of common
         stock exercisable at $2.45 per share until December 15, 2006,
         automatically granted to each non-employee director under the 1995
         Stock Option Plan; and (iv) an option to purchase 50,000 post-split
         shares of common stock granted by the Board of Directors on October 1,
         1996 exercisable for $4.00 per share until October 1, 1999.

(C)  OPTIONS/S.A.R. GRANTS TABLE

<TABLE>
<CAPTION>

                          OPTION GRANTS IN THE FISCAL YEAR ENDED JANUARY 31, 1999

                                                            Percent of Total
                                 Number of Securities       Options Granted
                                 Underlying Options          to Employee in         Exercise   Expiration
         Name                         Granted                  Fiscal Year           Price        Date
         ----                    --------------------      -------------------     ----------  ----------

<S>                                <C>                            <C>                 <C>          <C>
         Edward C. Kelly           1,000,000(1)                   100%                .50          2000
         7/1/98
</TABLE>

         (1)      Mr. Kelly was issued, by the Board of Directors, a stock
                  option to purchase an aggregate of 1,000,000 shares of common
                  stock. SEE "EXECUTIVE COMPENSATION TABLE."

(D)  AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR END OPTION/SAR VALUE TABLE.

     None.

(E)  LONG TERM INCENTIVE PLAN ("LTIP") AWARDS TABLE.

     None.

                                       17

<PAGE>


(F)  COMPENSATON OF DIRECTORS.

     The Directors were not entitled to compensation prior to September 18,
     1995. At the Board of Directors meeting held on September 18, 1995, the
     Board voted to approve payment of annual directors' fees of $10,000 per
     director plus reasonable expenses commencing as of such date. Payments for
     the fiscal years ending January 31, 2000, 1999, 1998, and 1997 have been
     accrued on a pro rata basis each year and will be paid when the Company is
     financially able to do so.

(G)  EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
     ARRANGEMENTS

     On October 1, 1994, the Company entered into an employment agreement with
Edward C. Kelly, its then President and Treasurer. The employment agreement was
for a three-year term commencing retroactively to October 1, 1993 and was
automatically renewable for additional one-year terms after expiration on
September 30, 1996. The employment agreement was subsequently amended effective
May 1, 1995. SEE EXHIBIT 13.1

     On June 16, 1997, the Company executed an employment agreement with
Christopher Plunkett who joined the Company as Executive Vice President. On June
15, 1998 Mr. Plunkett's employment was terminated with the Company.

(H)  REPORT ON REPRICING OF OPTIONS/SARS

     None

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

(A)  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.

     The following table sets forth, as of April 26, 2000, the ownership of
     common stock by persons known to the Company who own beneficially more than
     5% of the outstanding shares of common stock:

     Name & Address of                      Amount & Nature of         Percent
       Beneficial Owner                     Beneficial Ownership      of Class
     ------------------                     --------------------      ---------
     Edward C. Kelly                             1,568,650                5%
     650 Sentry Parkway, Suite One
     Blue Bell, PA  19422  (1)

     Lancaster Investment Corporation            2,200,000                7%
     11 Waterfront Estates, Estates Drive
     Lancaster, PA  19601  (2,3)


                                       18
<PAGE>


     Name & Address of                      Amount & Nature of         Percent
       Beneficial Owner                     Beneficial Ownership      of Class
     ------------------                     --------------------     ----------
     L. Eric Whetstone                           539,000                  1%
     11 Waterfront Estates, Estates Drive
     Lancaster, PA  19601  (3,4)

     Whetstone Ventures Corporation, Inc.        777,000                  2%
     11 Waterfront Estates, Estates Drive
     Lancaster, PA  17602  (3)
---------------------------------------------------

(1)  Does not include an option for 1,000,000 post-split shares of common stock
     granted by the Board of Directors on July 1, 1998 exercisable until July 1,
     2000 at .50 per share.

(2)  Does not include 1,400,000 additional shares issued to Lancaster
     Investments pursuant to the terms of the April 1998 financing. These
     additional shares are being held in escrow pending the complete funding of
     the transaction and will be released from escrow on a pro-rata basis as the
     financing is completed. As of January 31, 1999, $800,000 of the total
     $1,500,000 financing has been received and 1,600,000 of the total 3,000,000
     shares have been released. SEE "LIQUIDITY AND CAPITAL RESOURCES" AND
     "SUBSEQUENT EVENTS."

(3)  Lancaster Investment Corporation and Whetstone Ventures Corp. are both
     affiliates of L. Eric Whetstone. In aggregate, the 3,516,000 shares
     currently owned by these three parties represent 11% of the outstanding
     shares of the Company. Upon completion of the April 1998 financing, these
     three parties will own 4,416,000 total shares, representing 14% of the
     then-outstanding shares. SEE "CHANGES IN CONTROL" AND "SUBSEQUENT EVENTS."

(4)  Includes 150,000 post-split shares of common stock issued to L. Eric
     Whetstone in connection with the April 1998 financing from Lancaster
     Investment Corp.

(B)  SECURITY OWNERSHIP OF MANAGEMENT

     The following table sets forth, as of April 26, 2000, the beneficial common
     stock ownership of all directors, executive officers, and of all directors
     and officers as group:

     Name & Address of                      Amount & Nature of         Percent
       Beneficial Owner                     Beneficial Ownership      of Class
     ------------------                     --------------------     ----------
     Edward C. Kelly                            1,568,650                5%
     650 Sentry Parkway, Suite One
     Blue Bell, PA  19422  (1)

     Leonard J. Klarich                                 0                0
     839 Claybrook Court
     Knoxville, TN  37923  (2)

                                       19

<PAGE>



     Name & Address of                      Amount & Nature of         Percent
     Beneficial Owner                       Beneficial Ownership      of Class
     ------------------                     --------------------     ----------
     Jurgen A. Wolf                                    0                  0
     1285 West Pender Street
     Vancouver, B.C. Canada  (3)

     Ian D. Lambert                              230,000                  1%
     c/o International Tasty Fries, Inc.
     595 Howe Street, Suite 602
     Vancouver, B.C.  V6C 2T5  (4)

     Kurt R. Ziemer                              640,000                  2%
     599 Valley View Drive
     New Holland, PA  17557  (5)

     All Officers and Directors                2,438,650                  7%
     as a group  (5 persons)

     * less than 1%

(1)  Does not include an option for 1,000,000 post-split shares of common stock
     granted by the Board of Directors on July 1, 1998 exercisable until July 1,
     2000 at .50 per share.

(2)  Does not include: (i) an option to purchase 1,042 post-split shares of
     common stock exercisable at $2.40 per share until December 15, 2005,
     automatically granted to each non-employee director under the 1995 Stock
     Option Plan on December 15, 1995; (ii) an option to purchase 4,082
     post-split shares of common stock exercisable at $2.45 per share until
     December 15, 2006, automatically granted to each non-employee director
     under the 1995 Stock Option Plan; and (iii) an option for 50,000 post-split
     shares of common stock granted by the Board of Directors on October 1, 1996
     exercisable for $4.00 per share until October 1, 1999.

(3)  Does not include: (i) an option to purchase 1,042 post-split shares of
     common stock exercisable at $2.40 per share until December 15, 2005,
     automatically granted to each non-employee director under the 1995 Stock
     Option Plan on December 15, 1995, (ii) an option to purchase 4,082
     post-split shares of common stock exercisable at $2.45 per share until
     December 15, 2006, automatically granted to each non-employee director
     under the 1995 Stock Option Plan.

(4)  436,952 post-split shares were issued to International Tasty Fries, Inc. in
     1995 as consideration for a financing. Mr. Lambert is the President of
     International Tasty Fries and is a shareholder of that company. Does not
     include: (i) an option to purchase 1,042 post-split shares of common stock
     exercisable at $2.40 per share until December 15, 2005, automatically
     granted to each non-employee director under the 1995 Stock Option Plan on
     December 15, 1995, (ii) an option to purchase 4,082 post-split shares of
     common stock exercisable at $2.45 per share until December 15, 2006,
     automatically granted to

                                       20


<PAGE>


     each non-employee director under the 1995 Stock Option Plan. SEE "CERTAIN
     RELATIONSHIPS AND RELATED TRANSACTIONS."

(5)  Does not include 680 post-split shares underlying an option exercisable at
     $2.45 per share until December 15, 2006, automatically granted to each
     non-employee director under the 1995 Stock Option Plan. Mr. Ziemer's option
     has been prorated to reflect the date he was appointed to the Board of
     Directors on October 4, 1996.

(C)  CHANGES IN CONTROL.

     In connection with the Subscription Agreement dated April 13, 1998 between
the Company and Lancaster Investment Corp., the Company granted Whetstone
Ventures, Inc. the right to name one of the five directors to the Board of
Directors of Tasty Fries, Inc. Together with a previous right of appointment
(from the April 1996 stock purchase agreement), Whetstone Ventures, Inc. may
appoint two members to the Board of Directors of Tasty Fries, Inc.

     Except as described in this Report, there are no arrangements, known to the
Company, including any pledge by any person of securities of the Company or of
any of its parents, the operation of which may at a subsequent date result in a
change in control of the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Mr. Ian Lambert, a director of the Company since July 1995, is the
President and a shareholder of International Tasty Fries, Inc., a stockholder in
the Company and, until November 1996, was President of Yukon Spirit Mines Ltd.
(now doing business as Gainey Resources Ltd.). International Tasty Fries and
Yukon are affiliated entities. International Tasty Fries has a distributorship
agreement with the Company for a number of European countries; Yukon's
distribution agreement was reacquired by the Company in April 1998. Because of
the potentially conflicting interests that Mr. Lambert may face, given his role
as President of one of the Company's distributors and a director of the Company,
Mr. Lambert may find it necessary to recuse himself from certain strategic
discussions in the normal course of business.

     In May of 1995, the Company loaned an officer/director $50,000 at 10%
interest per annum. The loan was repaid in accordance with a payment plan over
past fiscal years. The balance due the Company at January 31, 2000 and 1999 was
$0.

     In August of 1996, the Company loaned a different officer/director $50,000
at 10% interest per annum. The loan was repaid in accordance with a payment plan
over past fiscal years. The balance due the Company at January 31, 2000 and 1999
was $0.

     In the normal course of its business, the Company occasionally has legal
services performed by one of Mr. Kelly's sons. The Company believes that the
compensation paid for the services received in connection with such services are
comparable to those it could expect to receive from other attorneys.

                                       21


<PAGE>


SUBSEQUENT EVENTS

     In January 1998, during the normal course of business, the Company reached
an agreement to re-acquire one of its territorial distributorships from Yukon
Spirits Mines, Ltd. (now doing business as Gainey Resources, Ltd.). The
agreement was subject to approval by Yukon's shareholders and the Vancouver
Stock Exchange. Yukon's distribution agreement included 23 U.S. states and seven
European countries. As consideration, the Company issued 250,000 post-split
shares of restricted stock and 100,000 warrants to purchase common stock. The
warrants have an exercise price of $.66 per share and expire on December 30,
2000. The transaction closed in April 1998.

     In April 1998, the Company entered into an agreement to receive $1,500,000
in proceeds from the sale of restricted stock to Lancaster Investment
Corporation. The Company issued 3,000,000 post-split shares of common stock as
consideration. The Company also issued warrants to purchase 1,500,000 shares of
common stock at an exercise price of $1.90; the warrants expire April 12, 2001.
In connection with the transaction, the Company also issued 150,000 post-split
shares of restricted stock to L. Eric Whetstone as a commission on the
transaction. The Company and the investor have entered into an escrow agreement
for this transaction. As of January 31, 2000, $800,000 has been received by the
Company and 1,600,000 shares have been released to the investor. The terms of
this financing call for the Company to file a registration statement with the
Securities and Exchange Commission within 30 days of signing, which was April
13, 1998. The Company intends to register all of the restricted common shares
and warrant shares issued and/or granted under this transaction in a
registration statement as soon as is practicable. SEE "CHANGES IN CONTROL."

                                       22

<PAGE>



          REPORTS ON FORM 8-K.

     Forms 8-K dated May 19, 1999, June 17, 1999, July 20, 1999, August 11,
1999, October 14, 1999 and November 20, 1999 are hereby incorporated by
reference.






















                                       23

<PAGE>


SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

TASTY FRIES, INC.                           /s/ EDWARD C. KELLY
Date:  April 29, 2000                   By: -----------------------
                                                Edward C. Kelly
                                                President and Principal
                                                Financial Officer

In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the Company and in the capacities and on the
dates indicated.

/s/ EDWARD C. KELLY                       August 4, 2000
-------------------------------
Edward C. Kelly, Chairman, CEO
President, Treasurer & Director

/s/ LEONARD J. KLARICH                    August 4, 2000
-------------------------------
Leonard J. Klarich, Vice President,
Secretary & Director

/s/ JURGEN A. WOLF                        August 4, 2000
-------------------------------
Jurgen A. Wolf, Director

/s/ IAN D. LAMBERT                        August 4, 2000
-------------------------------
Ian D. Lambert, Director

/s/ KURT N. ZIEMER                        August 4, 2000
-------------------------------
Kurt N. Ziemer, Director


                                       24


<PAGE>

                                TASTY FRIES, INC.

                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                         JANUARY 31, 2000, 1999 AND 1998



<PAGE>

                                TASTY FRIES, INC.

                                TABLE OF CONTENTS

                         JANUARY 31, 2000, 1999 AND 1998

                                                                           Page

Independent Auditor's Report..................................................3

Financial Statements:
    Balance Sheets............................................................4
    Statements of Operations..................................................5
    Statements of Changes in Stockholder's Equity (Deficiency)..............6-9
    Statements of Cash Flows.................................................10

Notes to Financial Statements.............................................11-28


<PAGE>

                          INDEPENDENT AUDITOR'S REPORT


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

We have audited the accompanying balance sheet of Tasty Fries, Inc. (a
development stage company) as of January 31, 2000, and the related statements of
operations, stockholders' equity (deficiency), and cash flows for the year ended
January 31, 2000 and for the period from October 18, 1985 (inception) to January
31, 2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements of Tasty Fries, Inc. (a
development stage company) as of January 31, 1999 and 1998 were audited by
Schiffman Hughes Brown, PC (whose practice became a part of Larson, Allen,
Weishair & Co., LLP effective January 1, 2000) whose report dated March 30, 1999
expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tasty Fries, Inc. as of January
31, 2000, and the results of its operations and its cash flows for the year
ended January 31, 2000 and from October 18, 1985 (inception) to January 31,
2000, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has incurred net losses since its inception and has a net capital
deficiency, which raises substantial doubt about its ability to continue as a
going concern. Management's plans regarding those matters also are described in
Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

                                             LARSON, ALLEN, WEISHAIR & CO., LLP

Blue Bell, Pennsylvania
March 31, 2000

                                                                              3

<PAGE>

                                            TASTY FRIES, INC.
                                      (A DEVELOPMENT STAGE COMPANY)
                                             BALANCE SHEETS
                                        JANUARY 31, 2000 AND 1999

                                                 ASSETS
<TABLE>
<CAPTION>

                                                               2000             1999      July 31, 2000
                                                               ----             ----      -------------
                                                                                           (Unaudited)
<S>                                                        <C>             <C>             <C>
Current assets:
  Cash                                                     $     10,703    $     66,394    $    120,657
  Prepaid expenses                                                              123,313           5,000
                                                           ------------    ------------    ------------

    Total current assets                                         10,703         189,707         125,657
                                                           ------------    ------------    ------------

Furniture and office equipment, net of accumulated
  depreciation of $57,437 in 2000 and $45,400 in 1999            20,258          24,777          14,816
                                                           ------------    ------------    ------------

Other assets:
  Loan costs, net of accumulated amortization
    of $107,026 in 1999                                                         129,831
                                                                           ------------

                                                           $     30,961    $    344,315    $    140,473
                                                           ============    ============    ============


                                LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
  Accounts payable and accrued expenses                    $    773,576    $  1,070,751    $    737,758
  Shareholder loan payable                                      900,000                         924,000
                                                           ------------    ------------    ------------
    Total current liabilities                                 1,673,576       1,070,751       1,661,758
                                                           ------------    ------------    ------------

Unearned revenue                                                320,000         261,000         440,000
                                                           ------------    ------------    ------------

Commitments and contingencies

Stockholders' deficiency:
  Common stock, $.001 par value; authorized
    50,000,000 shares; issued and outstanding
    27,719,011 shares at January 31, 2000 and
    17,995,606 shares at January 31, 1999                        28,719          17,996          31,529
  Additional paid-in capital                                 19,636,332      14,838,577      21,030,821
  Deficit accumulated in development stage                  (21,627,666)    (15,844,009)    (23,023,635)
                                                           ------------    ------------    ------------
                                                             (1,962,615)       (987,436)     (1,961,285)
                                                           ------------    ------------    ------------

                                                           $     30,961    $    344,315    $    140,473
                                                           ============    ============    ============


                                See accompanying notes to financial statements                        4
</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                                                 TASTY FRIES, INC.
                                           (A DEVELOPMENT STAGE COMPANY)
                                             STATEMENTS OF OPERATIONS
                                FOR THE YEARS ENDED JANUARY 31, 2000, 1999 AND 1998
                        AND FOR THE PERIOD OCTOBER 18, 1985 (INCEPTION) TO JANUARY 31, 2000

                                       Cumulative                                                           Six Months Ended
                                         Since                                                                  July 31,
                                       Inception           2000            1999          1998             2000            1999
                                      ------------    ------------    ------------    ------------    ------------    ------------
                                                                                                       (Unaudited)    (Unaudited)

<S>                                   <C>             <C>             <C>             <C>             <C>             <C>
Revenues                              $          0    $          0    $          0    $          0    $          0    $          0
                                      ------------    ------------    ------------    ------------    ------------    ------------

Costs and expenses:
  Research, machine and
    product development                  2,674,335         144,403         585,417         533,458         246,530          52,366
  Selling, general and
    administrative                      17,302,129       5,224,302       1,942,182       3,843,985       1,497,420       3,010,770
                                      ------------    ------------    ------------    ------------    ------------    ------------
                                        19,976,464       5,368,705       2,527,599       4,377,443       1,743,950       3,063,136
                                      ------------    ------------    ------------    ------------    ------------    ------------

Net loss before other
  income (expense)                     (19,976,464)     (5,368,705)     (2,527,599)     (4,377,443)     (1,743,950)     (3,063,136)
                                      ------------    ------------    ------------    ------------    ------------    ------------

Other income (expense):
  Interest income                           21,274                           1,354          10,892
  Forfeited distributor deposits            15,000
  Interest expense                      (1,687,476)         (8,952)       (985,879)       (629,104)        (58,019)         (8,952)
                                      ------------    ------------    ------------    ------------    ------------    ------------
                                        (1,651,202)         (8,952)       (984,525)       (618,212)        (58,019)         (8,952)
                                      ------------    ------------    ------------    ------------    ------------    ------------

Net loss                              $(21,627,666)   $ (5,783,657)   $ (3,512,124)   $ (4,995,655)   $ (1,801,969)   $ (3,072,088)
                                      ============    ============    ============    ============    ============    ============

Net loss per share of common stock                           $(.25)          $(.28)          $(.82)         $(0.06)         $(0.16)
                                                             =====           =====           =====          ======          ======

Weighted average shares outstanding                     21,341,885      12,518,419       6,128,198      29,219,709      19,462,404
                                                      ============    ============    ============    ============    ============


                                       See accompanying notes to financial statements                                             5

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                                      TASTY FRIES, INC.
                                                (A DEVELOPMENT STAGE COMPANY)
                                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                               FOR THE PERIOD OCTOBER 18, 1985 (INCEPTION) TO JANUARY 31, 2000

                                                                                                    Total
                                                       Common         Paid in     Accumulated    Stockholder
                                                       Stock          Capital       Deficit        Equity
                                                    -----------    -----------    -----------    -----------

<S>                                                 <C>            <C>            <C>            <C>
Balance, February 1, 1991                           $   157,307    $  (156,307)                  $     1,000

Issued 1,114,679 shares for note conversion              11,147        113,853                       125,000

Net loss for the year ended January 31, 1992                                      $  (198,425)      (198,425)
                                                    -----------    -----------    -----------    -----------

Balance, January 31, 1992                               168,454        (42,454)      (198,425)       (72,425)

Sold 4,275,000 shares                                    42,750        457,250                       500,000

Issued 150,000 shares for services                        1,500         36,000                        37,500

Net loss for the year ended January 31, 1993                                         (773,304)      (773,304)
                                                    -----------    -----------    -----------    -----------

Balance January 31, 1993                                212,704        450,796       (971,729)      (308,229)

Issued 7,600,000 shares                                  76,000        464,000                       540,000

Issued 220,000 shares for services                        2,200                                        2,200

Redeemed 3,145,000 shares                               (31,450)        31,450

Net loss for the year ended January 31, 1994                                         (658,820)      (658,820)
                                                    -----------    -----------    -----------    -----------

Balance January 31, 1994                                259,454        946,246     (1,630,549)      (424,849)

Issued 3,129,999 shares                                  31,300        547,950                       579,250

Issued 2,151,622 shares for services                     21,516        121,294                       142,810

Issued 1,000,000 shares for litigation settlement        10,000        460,000                       470,000

Net loss for the year ended January 31, 1995                                       (2,148,933)    (2,148,933)
                                                    -----------    -----------    -----------    -----------

Balance forward, January 31, 1995                       322,270      2,075,490     (3,779,482)    (1,381,722)


                                See accompanying notes to financial statements                             6

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                        TASTY FRIES, INC.
                                  (A DEVELOPMENT STAGE COMPANY)
                   STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                 FOR THE PERIOD OCTOBER 18, 1985 (INCEPTION) TO JANUARY 31, 2000

                                                                                               Total
                                                  Common        Paid in      Accumulated    Stockholder
                                                  Stock         Capital        Deficit         Equity
                                               -----------    -----------    -----------    -----------
<S>                                            <C>            <C>            <C>            <C>
Balance forward, January 31, 1995              $   322,270    $ 2,075,490    $(3,779,482)   $(1,381,722)

Issued 36,415,000 shares                           364,150      3,000,350                     3,364,500

Issued 6,733,502 shares for services                67,335        381,880                       449,215

Issued 625,000 shares for loan conversion            6,250         43,750                        50,000

Issued 1,000,000 shares for repurchase of
  distributorship                                   10,000         90,000                       100,000

Reverse stock split                               (766,155)       766,155

Net loss for the year ended January 31, 1996                                  (1,384,488)    (1,384,488)
                                               -----------    -----------    -----------    -----------

Balance, January 31, 1996                            3,850      6,357,625     (5,163,970)     1,197,505

Redemption of 730,000 shares issued to
  Acumen Services, Ltd. in September 1995             (730)    (2,091,270)                   (2,092,000)

Issued 1,455,000 shares                              1,455      1,506,045                     1,507,500

Issued 125,000 shares for services                     125        324,875                       325,000

Net loss for the year ended January 31, 1997                                  (2,172,260)    (2,172,260)
                                               -----------    -----------    -----------    -----------

Balance forward, January 31, 1997                    4,700      6,097,275     (7,336,230)    (1,234,255)


                                See accompanying notes to financial statements                        7


</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                                      TASTY FRIES, INC.
                                                (A DEVELOPMENT STAGE COMPANY)
                                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                               FOR THE PERIOD OCTOBER 18, 1985 (INCEPTION) TO JANUARY 31, 2000


                                                                                                                 Total
                                                                 Common       Paid in         Accumulated      Stockholder
                                                                 Stock        Capital           Deficit          Equity
                                                                -------      ----------      ------------     -----------
<S>                                                             <C>          <C>             <C>              <C>
Balance forward, January 31, 1997                               $ 4,700      $6,097,275      $ (7,336,230)    $(1,234,255)

Issuance of 1,500,000 shares for
  non-recurring compensation                                      1,500       1,029,750                         1,031,250

Issuance of 167,083 shares                                          167          80,650                            80,817

Issuance of 955,000 shares for services                             955       1,239,045                         1,240,000

Issuance of 43,750 shares for litigation settlement                  44          54,644                            54,688

Issuance of 700,000 shares for convertible notes                    700         566,979                           567,679

Issuance of 452,772 shares for repayment
  of notes payable                                                  452         523,587                           524,039

Issuance of 120,000 shares for repayment
  of notes payable officer/director                                 120         175,830                           175,950

Net loss for the year ended January 31, 1998                                                   (4,995,655)     (4,995,655)
  (As restated)  (Note 19)                                      -------      ----------      ------------     -----------


Balance, January 31, 1998 (As restated)  (Note 19)                8,638       9,767,760       (12,331,885)     (2,555,487)

Issuance of 2,251,307 shares                                      2,252       1,299,526                         1,301,778

Issuance of 5,586,150 shares for convertible notes                5,586       3,129,504                         3,135,090

Issuance of 42,704 shares for interest
  on convertible notes                                               43          26,385                            26,428

Issuance of 1,226,815 shares for services                         1,227         490,652                           491,879

Issuance of 250,000 shares for repurchase
  of distributorship                                                250         124,750                           125,000

Net loss for the year ended January 31, 1999                                                   (3,512,124)     (3,512,124)
  (As restated)  (Note 19)                                      -------      ----------      ------------     -----------


Balance forward, January 31, 1999                                17,996      14,838,577       (15,844,009)       (987,436)
  (As restated)  (Note 19)

                                See accompanying notes to financial statements                                         8

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                                      TASTY FRIES, INC.
                                                (A DEVELOPMENT STAGE COMPANY)
                                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                               FOR THE PERIOD OCTOBER 18, 1985 (INCEPTION) TO JANUARY 31, 2000

                                                                                                                Total
                                                              Common          Paid in       Accumulated       Stockholder
                                                               Stock          Capital          Deficit          Equity
                                                             ----------      -----------     ------------     -----------

<S>                                                          <C>             <C>             <C>             <C>
Balance forward, January 31, 1999                            $   17,996      $14,838,577     $(15,844,009)   $   (987,436)
  (As restated)  (Note 19)

Issuance of 3,789,000 shares                                      3,789        1,624,291                        1,628,080

Issuance of 250,000 shares for litigation settlement                250          124,750                          125,000

Issuance of 5,184,405 shares for service                          6,184        2,799,214                        2,399,398

Issuance of 500,000 shares for repurchase
  of distributorship                                                500          249,500                          250,000

Net loss for the year ended January 31, 2000                                                    (5,377,657)    (5,377,657)
                                                             ----------      -----------     ------------     -----------

Balance, January 31, 2000                                        28,719       19,636,332      (21,221,666)     (1,962,615)

Issuance of 2,400,000 shares                                      2,400        1,134,950                        1,137,350

Issuance of 1,410,000 shares for services                         1,410          664,539                          665,949

Net loss for six months                                                                        (1,801,969)     (1,801,969)
                                                             ----------      -----------     ------------     -----------

Balance, July 31, 2000 (unaudited)                           $   32,529      $21,435,821     $(23,429,635)    $(1,961,285)
                                                             ==========      ===========     =============    ============


                                See accompanying notes to financial statements                                          9

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                                      TASTY FRIES, INC.
                                                (A DEVELOPMENT STAGE COMPANY)
                                                  STATEMENTS OF CASH FLOWS
                                     FOR THE YEARS ENDED JANUARY 31, 2000, 1999 AND 1998
                             AND FOR THE PERIOD OCTOBER 18, 1985 (INCEPTION) TO JANUARY 31, 2000


                                                    Cumulative                                              Six Months Ended
                                                      Since                                                     July 31,
                                                    Inception        2000        1999         1998          2000         1999
                                                  ------------   -----------  -----------  -----------  -----------   -----------
                                                                                                         (Unaudited)  (Unaudited)
<S>                                               <C>            <C>          <C>          <C>          <C>           <C>
Cash flows from operating activities:
  Net loss                                        $(21,221,666)  $(5,377,657) $(3,512,124) $(4,995,655) $(1,801,969)  $(3,072,088)
  Adjustments to reconcile net loss to net
    cash used by operating activities:
      Depreciation and amortization                    294,293       141,869       90,756       37,596        5,442        46,154
      Common stock issued for services               6,147,413     2,399,398      491,879    2,299,411      665,949       682,951
      Common stock issued for litigation
        settlement                                     649,689       125,000                    54,689                    125,000
      Stock purchase discount                          780,752       471,907      281,778       27,067      262,350       414,500
      Common stock issued for interest
        on convertible notes                         1,129,196                    959,196      170,000
      Common stock issued for repurchase
        of distributorships                            250,000       250,000                                              250,000
      Accrued interest on notes and
        convertible notes payable                      398,577                                 398,577
  Changes in assets and liabilities:
    Other assets                                                     123,313     (123,313)       9,027       (5,000)      123,313
    Accounts payable and accrued expenses              773,577      (297,175)     437,709     (249,035)     (35,818)      796,173
    Unearned revenue                                   445,000        59,000       10,000                   120,000       (41,000)
                                                  ------------   -----------  -----------  -----------  -----------   -----------
Net cash used by operating activities              (10,353,169)   (2,104,345)  (1,364,119)  (2,248,323)    (789,046)     (674,997)
                                                  ------------   -----------  -----------  -----------  -----------   -----------
Cash flows from investing activities:
   Purchase of furniture and office equipment          (77,695)       (7,519)                  (22,827)                    (7,519)
   Loan costs                                         (236,856)                               (236,856)
                                                  ------------   -----------               -----------                -----------
Net cash used by investing activities                 (314,551)       (7,519)                 (259,683)                    (7,519)
                                                  ------------   -----------               -----------                -----------
Cash flows from financing activities:
   Proceeds from convertible notes payable           2,600,000                               2,600,000
   Issuance of common stock                          6,905,173     1,156,173    1,020,000       53,750      875,000       800,000
   Loan receivable, officers                                                       30,377       69,623
   Note payable, current                             1,093,250       900,000                   133,250       24,000
   Officer/director note                                80,000                                  30,000
                                                  ------------   -----------  -----------  -----------  -----------   -----------

Net cash provided by financing activities           10,678,423     2,056,173    1,050,377    2,886,623      899,000       800,000
                                                  ------------   -----------  -----------  -----------  -----------   -----------

Net increase (decrease) in cash                         10,703       (55,691)    (313,742)     378,617      109,954       117,484
Cash, beginning balance                                               66,394      380,136        1,519       10,703        66,394
                                                  ------------   -----------  -----------  -----------  -----------   -----------

Cash, ending balance                              $     10,703   $    10,703  $    66,394  $   380,136  $   120,657   $   183,878
                                                  ============   ===========  ===========  ===========  ===========   ===========


Supplemental disclosure of cash flow
  information:
    Cash paid for interest                        $     54,803   $     8,952               $    10,500  $         0   $         0
                                                  ============   ===========               ===========  -----------   -----------

Supplemental disclosures of non-cash
  financing activities:
   Issuance of common stock for services          $ 6,553,413    $2,805,398   $   491,879  $ 2,299,411  $   665,949   $   682,951
                                                  ============   ===========  ===========  ===========  ===========   ===========

   Issuance of common stock for
    conversion of note payable                    $ 2,675,000                 $ 2,202,321  $   397,679
                                                  ============                ===========  ===========
   Issuance of common stock for
    repurchase of distributorship                 $   475,000    $  250,000   $   125,000                               $ 250,000
                                                  ============   ===========  ===========                             ===========
   Issuance of common stock for
    litigation settlement                         $   649,689    $  125,000                $    54,689                  $ 125,000
                                                  ============   ===========               ===========                ===========
   Accrued interest on notes payable              $   398,577                              $  398,577
                                                  ============                             ===========


                                       See accompanying notes to financial statements                                            10

</TABLE>


<PAGE>

                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
               JANUARY 31, 2000, 1999 AND 1998, AND JULY 31, 2000

Note 1    Description of business:

          The Company is a development stage company since it has not completed
          designing, testing, and manufacturing its sole product, a vending
          machine that will cook and dispense french fries. The Company has
          incurred research and development costs from inception to January 31,
          2000 totaling $2,674,335. For the past two years the Company has been
          tooling and producing its first 25 machines. This process has been
          extended for a long period of time as a result of limited working
          capital. The costs associated with the production of the machines has
          been charged to research, machine and product development costs. From
          the corporation's date of inception, October 18, 1985, to date it has
          engaged in various business activities that were unprofitable. The
          Company had no significant revenues from operations from the sale of
          its french fry vending machine since inception and its ability to
          continue as a going concern is dependent on the continuation of
          financing to fund the expenses relating to successfully manufacturing
          and marketing the vending machine. Management is currently in
          negotiations with several funding sources to provide the working
          capital necessary to: (i) begin commercial production of the machines,
          and (ii) bring them to market, at which time the Company believes that
          sufficient cash will be generated to support its operations.
          Management cannot assure the ultimate success of the above plan.

Note 2    Significant accounting policies:

          Furniture and office equipment:

          Furniture and office equipment are carried at cost. Depreciation is
          calculated using the straight-line method over their estimated useful
          lives ranging from 3 to 7 years. Depreciation expense for January 31,
          2000, 1999 and 1998 was $12,037, $11,805 and $9,522, respectively.
          Depreciation expense for the six months ended July 31, 2000 was
          $5,442.

          Intangibles:

          Intangibles, consisting of loan costs, were amortized on a
          straight-line basis over three years.

                                                                              11

<PAGE>

                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               JANUARY 31, 2000, 1999 AND 1998, AND JULY 31, 2000

Note 2    Significant accounting policies (continued):

          Research, machine and product development:

          Research and development costs consist of expenditures incurred by the
          Company during the course of planned search and investigation aimed at
          the discovery of new knowledge, which will be used to develop and test
          a vending machine and potato product for the formation of french
          fries. Research and development costs also include costs for
          significant enhancements or improvements to the machine and/or potato
          product. The Company expenses all such research and development costs
          as they are incurred.

          Impairment of long-lived assets:

          In accordance with Statement of Financial Accounting Standards No.
          121, "Accounting for the Impairment of Long-Lived Assets and for
          Long-Lived Assets to Be Disposed Of" ("SFAS 121"), assets are
          generally evaluated on a market-by-market basis in making a
          determination as to whether such assets are impaired. At each
          year-end, the Company reviews its long-lived assets for impairment
          based on estimated future nondiscounted cash flows attributable to the
          assets. In the event such cash flows are not expected to be sufficient
          to recover the recorded value of the assets, the assets are written
          down to their estimated fair values.

          Income taxes:

          Income taxes are provided for the tax effects of transactions reported
          in the financial statements and consists of taxes currently due plus
          deferred taxes related primarily to differences between the basis of
          balance sheet items for financial and income tax reporting. There is
          no difference between the basis for financial and income tax
          reporting, thus no deferred tax asset or liability was recorded.

          Unearned revenue:

          Represents monies received for distribution rights of the vending
          machines, which the Company is still in the process of developing and
          testing. The Company records these monies as unearned revenue upon
          receipt. These deferrals will be recognized as income over the life of
          the machine upon commercial production of machines or upon forfeiture
          by distributors as a result of breach of contract. Since commercial
          production of the machine has not commenced, the unearned revenue is
          classified as a non-current liability.

                                                                              12

<PAGE>

                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               JANUARY 31, 2000, 1999 AND 1998, AND JULY 31, 2000

Note 2    Significant accounting policies (continued):

          Use of estimates:

          The preparation of financial statements in conformity with generally
          accepted accounting principles requires management to make estimates
          and assumptions that affect the amount reported in its financial
          statements and accompanying notes. Actual results could differ from
          those estimates.

          Concentration of credit risk:

          The Company occasionally maintains deposits in excess of federally
          insured limits. The risk is managed by maintaining all deposits in
          high quality financial institutions.

          Earnings per share:

          In March 1997, the FASB issued SFAS No. 128, Earnings Per Share. The
          statement requires the Company to disclose both basic earnings per
          share and diluted earnings per share for annual and interim periods
          ending after December 15, 1997. Basic net income per share is based on
          the weighted average number of common shares outstanding, while
          diluted net income per share is based on the weighted average number
          of common shares and common share equivalents that would arise from
          the exercise of options and warrants or conversion of convertible
          securities. The Company incurred losses from operations in 2000, 1999
          and 1998; therefore, basic and diluted earnings per share have been
          computed in the same manner since the exercise of warrants and the
          conversion of the convertible notes payable would be antidilutive.

          Comprehensive income:

          In January 1998, the Company adopted SFAS No. 130, "Reporting
          Comprehensive Income." SFAS No. 130 requires the disclosure of
          comprehensive income, which includes, in addition to net income, other
          comprehensive income. The Company has no comprehensive income, thus
          eliminating the requirement of a statement of comprehensive income to
          be a part of these statements.

                                                                              13

<PAGE>


                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               JANUARY 31, 2000, 1999 AND 1998, AND JULY 31, 2000

Note 2    Significant accounting policies (continued):

          Recent accounting pronouncement:

          In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
          Instruments and Hedging Activities. SFAS No. 133, which is effective,
          as amended, for all quarters in fiscal years beginning after June 15,
          2000, establishes accounting and reporting standards for derivative
          financial instruments and hedging activities related to those
          instruments, as well as other hedging activities. As the Company does
          not currently engage in derivative or hedging activities, the adoption
          of this standard is not expected to have a significant impact on the
          Company's financial statements.

Note 3    Vending machines:

          Vending machines are carried at the lower of market or net realizable
          value in accordance with ARB 43, chapter 4, paragraph 9. Net
          realizable value is defined as estimated selling price of the machines
          less predictable costs of completion and disposal. Since the
          predictable cost of completion ($650,000) exceeds the estimated
          selling price ($175,000), the vending machines are carried at zero.

          During the year ended January 31, 1995, the Company paid to Premier,
          $246,600, for the production of ten preproduction machines. In the
          year ended January 31, 1995, the Company charged $246,600 to research
          and development expense.

          During the years ended January 31, 2000 and 1999, the Company paid
          various third parties $82,907 and $264,782, respectively, for the
          production of the first 25 commercial machines. The Company charged
          $82,907 and $264,782, respectively, to research and development
          expense. During the six months ended July 31, 2000 the Company paid
          $36,680 to various third parties for the production of the first 25
          machines and charged this amount to research and development expense.

Note 4    Loans receivable, officers:

          In May 1995, an officer borrowed $50,000 from the Company. The loan
          was repaid, along with interest at 10% per annum, in accordance with a
          payment plan over the current and past fiscal years. The balance due
          the Company at January 31, 1998 was $24,747 and was fully repaid the
          following year.

          In August 1996, another officer borrowed $50,000 from the Company.
          This loan was repaid, along with interest at 10% per annum, in
          accordance with a payment plan over the current and past fiscal years.
          The balance due the Company at January 31, 1998 was $5,630. This loan
          was repaid in full during the following year.

                                                                              14

<PAGE>

                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               JANUARY 31, 2000, 1999 AND 1998, AND JULY 31, 2000

Note 5    Prepaid expenses:

          Prepaid expenses consisted of payments for legal services not rendered
          as of January 31, 1999.

          Prepaid expenses as of July 31, 2000 consisted of supplies paid for in
          advance.

Note 6    Notes payable:

          A $50,000 unsecured note from a shareholder, which bears interest at
          the rate of 8% per annum was due June 4, 1993 but was extended
          indefinitely. The Company issued to the noteholder options for 20,000
          shares of its common stock on December 22, 1994, with an exercise
          price of $.35 per share in consideration for extending the note
          indefinitely. The Company issued 9,000 and 4,500 shares of its common
          stock on December 22, 1994 and May 4, 1995, respectively, to the
          noteholder in addition to paying $30,600 on May 5, 1995. This payment
          of $30,600 on May 5, 1995 includes a principal payment of $25,000 and
          interest covering the period June 1992 to March 1995 in the amount of
          $5,600. The 9,000 and 4,500 shares were issued as consideration for
          indefinitely extending the repayment and recorded as a financing
          expense, which is included in selling, general and administrative
          expense. In October 1997, the Company issued 90,547 shares of its
          common stock in satisfaction of this debt, including interest. The
          balance at January 31, 2000, 1999 and 1998 was $0.

          In November 1996, Mr. McLaughlin, an unrelated third party, advanced
          the Company $35,000. This advance bears no interest and repayment is
          due on demand. The Company repaid $20,000 in March 1997; $7,000 in May
          1997; and $8,000 in June 1997.

          In March 1997, the Company received $282,000 in proceeds from loans
          made to the Company by nine individuals, including two directors of
          the Company (one of whom is also an officer). These loans were payable
          on demand and accrued interest at 10% per annum. The principal and
          interest due was repaid to these individuals in the form of restricted
          stock in October 1997. The total number of shares issued was 482,044.

          In October 1999, the Company received $900,000 in proceeds from a loan
          made to the Company by a shareholder. The loan bears an interest rate
          of 18% per annum and is due on June 30, 2000. Accrued interest on this
          loan as of January 31, 2000 was $53,550.

                                                                              15

<PAGE>

                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               JANUARY 31, 2000, 1999 AND 1998, AND JULY 31, 2000

Note 7    Convertible notes payable:

          In June 1997, the Company received $1,000,000 in exchange for notes
          convertible into the Company's common stock. These convertible notes
          bear interest at the rate of 7% per annum and are due May 14, 2000.
          The holders of these notes were entitled, at their option, to convert
          any or all of the principal into the Company's common stock at a
          conversion price for each share of common stock equal to 70% of the
          average closing bid price of common stock for the five business days
          immediately preceding the date of receipt of notice of conversion. The
          convertible notes were recorded in accordance with EITF D-60,
          "Accounting for Issuance of Convertible Preferred Stock and Debt
          Securities with a Nondetachable Conversion Feature," whereby the
          convertible debt is discounted for the beneficial conversion feature,
          additional paid in capital is increased by the discounted amount, and
          the discount is amortized using the interest method over the term of
          the convertible debt or ratably when conversion occurs. For the years
          ended January 31, 2000, 1999, and 1998 amortization was $0, $260,538,
          and $170,000, respectively. Pursuant to the terms of the financing,
          the Company issued 1,142,857 shares of common stock to be held in
          escrow, pending the potential conversion of notes. In September 1997,
          the note holders converted an aggregate of $397,679 of principal into
          700,000 shares of common stock. In November 1997, the Company issued
          an additional 380,000 shares of common stock to be held in escrow for
          potential conversion of notes. As of January 31, 1998, the aggregate
          outstanding principal balance of the convertible notes is $602,321.
          The remaining 822,857 shares of common stock in escrow were not deemed
          to be outstanding as of January 31, 1998. In February 1998, an
          additional 444,000 shares of common stock were issued into escrow,
          pending conversion of the notes. During the year ended January 31,
          1999, the Company issued 1,480,280 shares of common stock in
          satisfaction of the remaining $602,321 of convertible notes.

          In November 1997, in a separate transaction, the Company received
          $1,600,000 in exchange for notes convertible into the Company's common
          stock. These convertible notes bear interest at the rate of 6% per
          annum and are due May 14, 2000. The holders of these notes were
          entitled, at their option, to convert any or all of the principal into
          the Company's common stock at a conversion price for each share of
          common stock equal to 70% of the average closing bid price of common
          stock for the five business days immediately preceding the date of
          receipt of notice of conversion. These convertible notes were also
          recorded in accordance with EITF D-60 as described in the preceding
          paragraph. For the years ended January 31, 2000, 1999, and 1998
          amortization was $0, $672,231, and $0, respectively. Pursuant to the
          terms of the financing, the Company issued 2,400,000 shares of common
          stock to be held in escrow, pending the potential conversion of notes.
          As of January 31, 1998, the aggregate outstanding principal balance of
          the convertible notes is $1,600,000.

                                                                              16

<PAGE>

                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               JANUARY 31, 2000, 1999 AND 1998, AND JULY 31, 2000

Note 7    Convertible notes payable (continued):

          The 2,400,000 shares of common stock in escrow were not deemed to be
          outstanding as of January 31, 1998. In February 1998, an additional
          960,000 shares of common stock were issued into escrow, pending
          conversion of the notes. During the year ended January 31, 1999, the
          Company issued 4,105,870 shares of common stock in satisfaction of
          these convertible notes.

Note 8    Unearned revenue:

          Unearned revenue represents monies received for the distribution
          rights of the vending machines, which the Company is still in the
          process of developing and testing, and monies received as deposits on
          machines in production. The Company records these monies as unearned
          revenue upon receipt.

          During the year ended January 31, 1999, the Company issued 250,000
          shares of common stock to reacquire an existing distributorship valued
          at $125,000. The Company also received during the year $10,000 as a
          deposit on the machines in production.

          During the year ended January 31, 2000, the Company issued 500,000
          shares of common stock to reacquire the existing distributorships
          valued at $41,000. The Company received $100,000 as a deposit on the
          machines in production. At January 31, 2000, 1999 and 1998, amounts
          related to distribution rights were $210,000, $251,000 and $376,000,
          respectively. As of January 31, 2000 and 1999, deposits on machines
          totaled $110,000 and $10,000, respectively.

          During the six months ended July 31, 2000, the Company received
          $120,000 as deposits on the machines in production. At July 31, 2000
          deposits on machines totaled $230,000.

Note 9    Commitments and contingencies:

          During the years ended January 31, 2000, 1999 and 1998, the Company
          paid $42,946, $43,314, and $49,284, respectively, for the rental of
          office space. The Company's current lease commitments total
          approximately $3,628 per month until May 31, 2001.

                                                                              17

<PAGE>

                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               JANUARY 31, 2000, 1999 AND 1998, AND JULY 31, 2000

Note 10   Issuance of common stock:

          The Company issued an aggregate of 3,810,000 shares during the quarter
          ended July 31, 2000. 2,400,000 shares were sold in private placements
          by the Company and 1,410,000 shares were issued in payment of
          services.

          The Company issued an aggregate of 9,723,405 shares during the year
          ended January 31, 2000. 3,789,000 shares were sold in private
          placements by the Company, 5,184,405 shares were issued in payment of
          services, 250,000 shares were issued for litigation settlement and
          500,000 shares were issued for repurchase of distributorships.

          After the return to treasury of a total of 287,500 shares an aggregate
          of 9,356,976 shares were issued during the year ended January 31,
          1999. The following shares were issued during the year: 2,251,307
          shares were sold in private placements by the Company; 5,628,854
          shares were issued pursuant to the terms of the Company's convertible
          note financing (this figure includes shares issued for interest on the
          notes); 1,226,815 shares were issued in payment of services; 250,000
          shares were issued as consideration for the re-acquisition of an
          existing distributorship.

          An aggregate of 3,938,605 shares were issued during the year ended
          January 31, 1998, including: 1,500,000 shares issued to the President
          as a one-time, non-recurring compensation event; 3,922,857 shares
          issued into escrow, pursuant to the June and November, 1997
          convertible notes financing; 572,772 shares issued for repayment of
          notes payable (including notes payable to officers/director); 167,083
          shares issued in private placements of restricted common stock;
          955,000 shares were issued as payment for services; 43,750 shares
          issued for settlement of litigation.

          The total shares issued during the year ended January 31, 1997 were
          1,580,000 shares; 1,455,000 shares were sold in private placements by
          the Company and 125,000 shares were issued in payment for consulting
          and legal services.

          In September 1995, the Company entered into an agreement with Acumen
          Services, Ltd., an off-shore Abaco, Bahamas company, to purchase an
          aggregate of 21,500,000 shares of common stock at $.10 per share
          payable pursuant to a promissory note providing for payment upon the
          commencement of commercial production of the machine. The Company
          received $80,000 in December 1995 from an unrelated third party who
          was issued shares of common stock. 730,000 shares of common stock were
          canceled and returned to the Company's treasury and subsequently
          canceled in May 1996, as a result of a dispute between the Company and
          Acumen.

                                                                              18

<PAGE>

                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               JANUARY 31, 2000, 1999 AND 1998, AND JULY 31, 2000

Note 10   Issuance of common stock (continued):

          During the year ended January 31, 1994, the Company settled a lawsuit
          with Mr. Abramson and Mr. Balan, former officers of Adelaide Holdings,
          Inc., whereby they returned 3,145,000 pre-split shares of previously
          issued common stock to the Company.

          Subsequent to July 31, 2000, the Company has issued additional shares
          and warrants to purchase common stock to various parties as payment
          for services rendered. The Company intends to continue this practice
          when appropriate.

Note 11   Litigation:

          California Food and Vending Inc. Litigation

          On July 12, 1999, the Company and California Food and Vending Inc.
          (CFV) settled the case. Tasty Fries regained its State of California
          distributorship which was owned by CFV. CFV gave up its rights to
          share equally in the first $4,000,000 of international and domestic
          distributorship fees to be paid to Tasty Fries when it commences the
          commercial delivery of its machines and twenty five percent of all
          such fees paid to Tasty Fries after the first $4,000,000. CFV will
          instead receive a royalty of $350 for each of the first 500 machines
          produced and $450 per machine indefinitely thereafter. CFV will also
          indefinitely receive $.25 for each pound of potato product sold by
          Tasty Fries. CFV received 250,000 shares of the Company's common stock
          valued at $125,000 and $1,000,000 cash. The royalties payable in the
          future to CFV could become material; however, the Company is unable to
          estimate the amount of this payable, since it will be based on future
          Company sales. These royalties will be expensed by the Company when
          incurred.

          In connection with the foregoing, an award was entered in favor of
          cross-claimant, which requires, among other things, that the Company
          issue 1,000,000 shares of unrestricted common stock to the
          cross-claimant. These 1,000,000 shares of common stock were accounted
          for in the financial statements at market value at the time of the
          award (October 25, 1994). The shares were not issued by the Company
          until June 1996. On March 4, 1997, the Company agreed to pay the
          cross-claimant $60,000 and issue 43,750 shares of common stock at fair
          value of $54,688 in settlement of pending litigation.

                                                                              19

<PAGE>

                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               JANUARY 31, 2000, 1999 AND 1998, AND JULY 31, 2000

Note 11   Litigation (continued):

          Prize Frize Litigation

          On August 28, 1996, the Company, the President of the Company and
          Premier Design, Ltd., were added as defendants to a civil law suit in
          the Riverside County Branch of the Superior Court of the State of
          California brought by Prize Frize, Inc., William Bartfield and Larry
          Wirth. The suit also named as defendants approximately 25 other
          parties, all allegedly involved, in some manner, in the pursuit of the
          french fry vending machine concept and/or business. The case was
          removed to Federal Court. The Company successfully moved for dismissal
          of the claim on behalf of itself and its President; the case was
          dismissed on June 2, 1997. The dismissal was reversed on appeal by the
          Federal Court and the case was remanded to State Court. The
          plaintiffs' claim against Tasty Fries was severed. The claims against
          the President of the Company and Premier Design, Ltd. were dismissed.
          The claim brought by Prize Frize asserts that the Company has usurped
          its trade secrets by developing a French fry vending machine, which
          utilizes the basic American food potato product. The Company denies
          the allegations and is vigorously defending the litigation. It is the
          opinion of the Company's counsel that Prize Frize's lawsuit lacks
          merit and that the Company will prevail.

Note 12   Incentive stock option plan:

          As of September 18, 1995, the Company established an incentive stock
          option plan (the Plan) and presently has reserved 1,500,000 shares of
          the Company's common stock for issuance under the Plan. Options
          granted pursuant to the Plan at January 31, 1997 were 12,926, and
          those options were granted to certain non-employee directors of the
          Company. The exercise price was $2.45 and vested immediately. In 1998
          no options were granted. During the year ended January 31, 1999 the
          Company granted 1,000,000 options to employees. These options have an
          exercise price of $.50 and vest immediately. In fiscal year 2000,
          500,000 options were granted to certain non-employee directors of the
          Company. These options have an exercise price of $.50 and vest
          immediately. Each Board member also was granted a 50,000 share option
          for each year of service to the Tasty Fries Board. Each Board member
          will receive a 50,000 share option for each full year of service to
          the Company, commencing with the year June 10, 1994 and ending on the
          date the Board member resigns or otherwise is removed from office. The
          exercise price for such stock shall be the closing price of the stock
          on June 9, or the closest day thereto, of each such year. Each board
          member is granted the right to exercise his option at any time up to
          seven years from the date his right to acquire stock vests. All
          issuances were granted at not less than fair market value of the
          Company's common stock at time of grant. As of January 31, 2000 and
          1999 and July 31, 2000, no options have been exercised.

                                                                              20

<PAGE>

                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               JANUARY 31, 2000, 1999 AND 1998, AND JULY 31, 2000




Note 12   Incentive stock option plan (continued):

          Transactions in the Plan since inception are as follows:

<TABLE>
<CAPTION>

                                                                                           Weighted Average
                                                                        Exercise Price      Exercise Price
                                              Granted      Vested         Per Vested          Per Vested
                                              Shares       Shares        Common Stock        Common Share
                                            ----------   -----------    ---------------    ----------------
<S>                                          <C>           <C>           <C>                      <C>
          Balance, January 31, 1996                  0            0

          Activity during the year
           ended January 31, 1997               12,926       12,926             $2.45            $2.45
                                            ----------   ----------

          Balance, January 31, 1997,
            1998                                12,926       12,926                              $2.45

          Activity during the year
           ended January 31, 1999            1,000,000    1,000,000              $.50             $.50

          Balance, January 31, 1999          1,012,926    1,012,926                              $1.48

          Activity during the year
           ended January 31, 2000            1,750,000    1,750,000     $.45 to $8.20            $1.70
                                            ----------   ----------

          Balance, January 31, 2000          2,762,926    2,762,926                              $1.55
                                            ==========   ==========
</TABLE>

          The Company accounts for stock-based compensation in accordance with
          SFAS No. 123, Accounting for Stock-Based Compensation, which permits
          the use of the intrinsic value method described in APB Opinion No. 25,
          Accounting for Stock Issued to Employees, and requires the Company to
          disclose the pro forma effects of accounting for stock-based
          compensation using the fair value method as described in the optional
          accounting requirements of SFAS No. 123. As permitted by SFAS No. 123,
          the Company will continue to account for the stock-based compensation
          under APB Opinion No. 25, under which the Company has recognized no
          compensation expense.

          Had compensation cost for the Company's stock option plan been
          determined based on the fair value of the Company's common stock at
          the dates of awards using the black-scholes value method of SFAS No.
          123, the Company's net income and net income per common share would
          have been reduced to the pro forma amounts indicated below.

                                                                              21

<PAGE>

                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               JANUARY 31, 2000, 1999 AND 1998, AND JULY 31, 2000




Note 12   Incentive stock option plan (continued):

<TABLE>
<CAPTION>

                                                     2000             1999             1998
                                                     ----             ----             ----
<S>                                             <C>               <C>              <C>
          Net income:
              As reported                       $(4,905,750)      $(2,172,577)     $(4,798,588)
              Pro forma                          (5,334,450)       (2,387,577)      (4,798,588)
          Net loss per common share:
              As reported                              (.23)             (.17)            (.78)
              Pro forms                                (.25)             (.19)            (.78)
</TABLE>

          Significant assumptions used to calculate the above fair value of the
          awards are as follows:
<TABLE>
<CAPTION>
<S>                                             <C>               <C>              <C>
          Risk free interest rates of return            6.00%             6.00%            5.00%
          Expected option life                     84 months         84 months        60 months
          Volatility                                      50%               50%              20%
          Expected dividends                              $0                $0               $0
</TABLE>

Note 13   Preferred stock:

          On July 29, 1991, the Board of Directors authorized 5,000,000 shares
          of preferred stock at a par value of $.001 per share. No shares of
          preferred stock were issued as of January 31, 2000, 1999, and 1998,
          respectively. As of July 31, 2000 no shares of preferred stock were
          issued.

Note 14   Options and warrants issued and outstanding:

          As of January 31, 2000, 1999 and 1998, the Company had 5,792,052 and
          4,292,052 warrants and options, respectively, to purchase common stock
          outstanding. The warrants and options are exercisable at share prices
          between $.50 and $3.50 per share and expire at various dates between
          July 2000 and December 2006.

Note 15   Income taxes:

          The Company has $18,002,847 in net operating loss carryovers, which
          can be used to offset future taxable income. The net operating loss
          carryforwards expire through 2015.

                                                                              22

<PAGE>

                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               JANUARY 31, 2000, 1999 AND 1998, AND JULY 31, 2000

Note 15   Income taxes (continued):

          The components of the Company's deferred tax assets are as follows:

<TABLE>
<CAPTION>

                                                           2000               1999              1998
                                                           ----               ----              ----

<S>                                                    <C>                <C>                <C>
          Net operating loss carryforwards             $ 6,300,900        $ 4,620,000        $ 3,860,600
          Valuation allowance                           (6,300,900)        (4,620,000)        (3,860,600)
                                                       -----------        -----------        -----------

          Deferred tax asset                           $         0        $         0        $         0
                                                       ===========        ===========        ===========
</TABLE>

Note 16   April 1998 financing:

          In April 1998, the Company entered into an agreement to receive
          $1,500,000 in proceeds from the sale of restricted stock to a U.S.
          corporation. The Company issued 3,000,000 shares of common stock as
          consideration for the investment. The Company also issued warrants to
          purchase 1,500,000 shares of common stock at an exercise price of
          $1.90; the warrants expire April 12, 2001. The Company also issued
          150,000 shares of restricted stock as a commission on the transaction.
          The Company and the investor have entered into an escrow agreement for
          this transaction and all of the shares were issued into escrow,
          pending funding. As of January 31, 2000, $800,000 of the $1,500,000 in
          proceeds has been received by the Company and 1,600,000 of the
          3,000,000 shares of restricted common stock held in escrow have been
          released to the investor. The balance of funds due have not been
          received as of the report date.

          As of July 31, 2000, $1,375,000 of the $1,500,000 in proceeds has been
          received by the Company and 2,750,000 of the 3,000,000 shares of
          restricted common stock held in escrow has been released to the
          investor.

Note 17   Non-recurring compensation charge:

          The restricted share issuance of 1,500,000 shares was negotiated
          between the Company's President, individually, the Company and a
          third-party investor as a component of the April 1996 private
          placement investment. The transaction received full approval from the
          board of directors. The parties in September 1997 agreed to such
          issuance in light of the amount and nature of service performed by the
          President on the Company's behalf from the time of his original
          involvement, as an outside third-party, to the approximate time of the
          financing's completion.

                                                                              23

<PAGE>

                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               JANUARY 31, 2000, 1999 AND 1998, AND JULY 31, 2000

Note 18   Directors' fees:

          The Company has accrued unpaid Board of Directors' fees for the years
          ended January 31, 1997 through January 31, 2000. Interest has not been
          accrued on the unpaid balance. At January 31, 2000 and 1999, the
          accrued directors' fees were $210,000 and $160,000, respectively. At
          July 31, 2000 the accrued directors' fees were $210,000.

Note 19   Financial statement restatement:

          In connection with the preparation of the January 31, 2000 financial
          statements, the Company discovered that the financial statements for
          the years ended January 31, 1999 and December 31, 1998 had not
          properly accounted for and reflected certain transactions and events
          in accordance with generally accepted accounting principles. It was
          determined that a restatement of the financial statements was
          necessary and appropriate due primarily to the following items:

          o    Improper capitalization of research and development costs

          o    Improper recording of the nondetachable conversion feature
               associated with convertible debt and the amortization of the
               discount using the interest method.

          The financial statements below represent the balances as previously
          filed and as restated to give effect to those items noted above.

                                                                              24

<PAGE>

                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               JANUARY 31, 2000, 1999 AND 1998, AND JULY 31, 2000

Note 19   Financial statement restatement (continued):

                                  BALANCE SHEET

<TABLE>
<CAPTION>

                                                                     January 31, 1999
                                                             -----------------------------------
                                                             As previously
                                                               Reported         As Restated
                                                             -------------      ------------
<S>                                                           <C>               <C>
                                     ASSETS

          Current assets:
              Cash                                            $     66,394      $     66,394
              Prepaid expenses                                     123,313           123,313
                                                              ------------      ------------
                  Total current assets                             189,707           189,707
                                                              ------------      ------------

          Furniture and office equipment, net                       24,777            24,777
                                                              ------------      ------------

          Other assets:
              Vending machines                                     195,000
              Loan costs, net                                      129,831           129,831
                                                              ------------      ------------
                                                                   324,831           129,831
                                                              ------------      ------------

                                                              $    539,315      $    344,315
                                                              ============      ============


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

          Current liabilities:
              Accounts payable and accrued expenses           $  1,070,751      $  1,070,751
                                                              ------------      ------------

          Unearned revenue                                         261,000           261,000
                                                              ------------      ------------

          Commitments and contingencies

          Stockholders' deficiency:
              Common stock                                          17,996            17,996
              Additional paid-in capital                        13,426,963        14,838,577
              Deficit accumulated in development stage         (14,237,395)      (15,844,009)
                                                              ------------      ------------
                                                                  (792,436)         (987,436)
                                                              ------------      ------------

                                                              $    539,315      $    344,315
                                                              ============      ============

</TABLE>
                                                                              25

<PAGE>


                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               JANUARY 31, 2000, 1999 AND 1998, AND JULY 31, 2000



Note 19   Financial statement restatement (continued):

                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                                                  January 31, 1999
                                                         ---------------------------------
                                                         As previously
                                                            Reported           As Restated
                                                         -------------         -----------
<S>                                                       <C>                  <C>
          Revenues                                        $         0          $         0
                                                          -----------          -----------

          Costs and expenses:
              Research, machine and product
               development                                    460,417              585,417
              Selling, general and administrative           1,660,404            1,942,182
                                                          -----------          -----------
                                                            2,120,821            2,527,599
                                                          -----------          -----------

          Net loss before other income (expense)           (2,120,821)          (2,527,599)
                                                          -----------          -----------

          Other income (expense):
              Interest income                                   1,354                1,354
              Interest expense                                (53,110)            (985,879)
                                                          -----------          -----------
                                                              (51,756)            (984,525)
                                                          -----------          -----------

          Net loss                                        $(2,172,577)         $(3,512,124)
                                                          ===========          ===========

          Net loss per share of common stock                    $(.17)               $(.28)
                                                                =====                =====

          Weighted average shares outstanding              12,518,419           12,518,419
                                                          ===========          ===========
</TABLE>

                                                                              26

<PAGE>

                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               JANUARY 31, 2000, 1999 AND 1998, AND JULY 31, 2000

Note 19   Financial statement restatement (continued):

                                  BALANCE SHEET

<TABLE>
<CAPTION>

                                                                 January 31, 1998
                                                          -------------------------------
                                                          As previously
                                                              Reported       As Restated
                                                          --------------     ------------
<S>                                                        <C>              <C>
                                     ASSETS

          Current assets:
            Cash                                           $    380,136     $    380,136
            Loan receivable, officers                            30,377           30,377
                                                           ------------     ------------
              Total current assets                              410,513          410,513
                                                           ------------     ------------

          Furniture and office equipment, net                    36,581           36,581
                                                           ------------     ------------

          Other assets:
            Vending machines                                    70,000
            Loan costs, net                                     208,782          208,782
                                                           ------------     ------------
                                                                278,782          208,782
                                                           ------------     ------------

                                                           $    725,876     $    655,876
                                                           ============     ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

          Current liabilities:
            Accounts payable and accrued expenses          $    633,042     $    633,042
                                                           ------------     ------------

          Convertible notes payable                           2,202,321        2,202,321
                                                           ------------     ------------

          Unearned revenue                                      376,000          376,000
                                                           ------------     ------------

          Commitments and contingencies

          Stockholders' deficiency:
            Common stock                                          8,638            8,638
            Additional paid-in capital                        9,570,693        9,767,760
            Deficit accumulated in development stage        (12,064,818)     (12,331,885)
                                                           ------------     ------------
                                                             (2,485,487)      (2,555,487)
                                                           ------------     ------------

                                                           $    725,876     $    655,876
                                                           ============     ============
</TABLE>

                                                                              27

<PAGE>

                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               JANUARY 31, 2000, 1999 AND 1998, AND JULY 31, 2000

Note 19   Financial statement restatement (continued):

                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                                                 January 31, 1998
                                                         ----------------------------------
                                                         As previously
                                                            Reported           As Restated
                                                         --------------        ------------
<S>                                                       <C>                   <C>
          Revenues                                        $         0           $         0
                                                          -----------           -----------

          Costs and expenses:
            Research, machine and product
             development                                      533,458               533,458
            Selling, general and administrative             3,816,918             3,843,985
                                                          -----------           -----------
                                                            4,350,376             4,377,443
                                                          -----------           -----------

          Net loss before other income (expense)           (4,350,376)           (4,377,443)
                                                          -----------           -----------

          Other income (expense):
            Interest income                                    10,892                10,892
            Interest expense                                 (459,104)             (629,104)
                                                          -----------           -----------
                                                             (448,212)             (618,212)
                                                          -----------           -----------

          Net loss                                        $(4,798,588)          $(4,995,655)
                                                          ===========           ===========

          Net loss per share of common stock                    $(.78)                $(.82)
                                                               ======                ======

          Weighted average shares outstanding               6,128,198             6,128,198
                                                          ===========           ===========

</TABLE>

                                                                              28