As filed with the Securities and Exchange Commission on February 26, 2003
                                                      Registration No.__________

                       SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON D.C.

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

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

              Nevada                                            65-0259052
  (State or other Jurisdiction                                (IRS employer
of incorporation or Organization)                         Identification number)

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

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

                           Edward C. Kelly, President
                                Tasty Fries, Inc.
                          650 Sentry Parkway, Suite One
                               Blue Bell, PA 19422
                     (Name and Address of Agent for Service)
                                  610-941-2109
          (Telephone Number, including Area Code, of Agent for Service)

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

<PAGE>

CALCULATION OF REGISTRATION FEE

                               PROPOSED          PROPOSED
TITLE OF          AMOUNT       MAXIMUM           MAXIMUM            AMOUNT OF
SECURITIES TO     TO BE        OFFERING PRICE    AGGREGATE          REGISTRATION
BE REGISTERED     REGISTERED   PER SHARE (1)     OFFERING PRICE(1)  FEE
--------------------------------------------------------------------------------
Common
Stock, $.0001
Par Value         700,000      $.13              $91,000            $25.30
--------------------------------------------------------------------------------
                                                         TOTAL      $25.30

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


                                       2
<PAGE>

      EXPLANATORY NOTE:

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


                                       3
<PAGE>

                                     PART II

                INFORMATION REQUIRED IN THE REGISTRANT STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

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

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

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

ITEM 4. DESCRIPTION OF SECURITIES

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

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not Applicable.

ITEM 6.

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

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

      Not Applicable.


                                       4
<PAGE>

ITEM 8. EXHIBITS

ITEM NO.                                   DESCRIPTION

 4.1            Copy of the Resolutions of the Board of Directors dated February
                20, 2003

 5              Opinion dated February 20, 2003 of Louis M. Kelly, Esq. relating
                to the issuance of shares of Common Stock pursuant to the
                Resolutions of the Board of Directors dated February 20, 2003.

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

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

ITEM 9. UNDERTAKINGS

      (1) The undersigned Registrant hereby undertakes:

            (a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

            (b) That for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;

            (c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.


                                       5
<PAGE>

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

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


                                       6
<PAGE>

                                   SIGNATURES

      Pursuant to the Requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Blue Bell, State of Pennsylvania, on this 20th
day of February 2003.

                                             TASTY FRIES, INC.

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

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

/s/ Edward C. Kelly                  Director                  February 20, 2003
----------------------------
Edward C. Kelly

/s/ Leonard Klarich                  Director                  February 20, 2003
----------------------------
Leonard Klarich

/s/ Jurgen Wolf                      Director                  February 20, 2003
----------------------------
Jurgen Wolf

/s/ Kurt Ziemer                      Director                  February 20, 2003
----------------------------
Kurt Ziemer


                                       7
<PAGE>

EXHIBIT INDEX

EXHIBIT NUMBER                              DESCRIPTION

    4.1         Copy of the Resolutions of the Board of Directors dated February
                20, 2003

    5           Opinion dated February 20, 2003of Louis M. Kelly, Esq. relating
                to the issuance of shares of Common Stock pursuant to the
                Resolutions of the Board of Directors dated February 20, 2003.

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

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