8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                                  JUNE 20, 2002
                Date of Report (Date of Earliest Event Reported)


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

                            -------------------------

         NEVADA                     COMMISSION NO.               65-0259052
 State or other jurisdiction          33-4460NY               (I.R.S. Employer
incorporation or organization                                Identification No.)

                          650 SENTRY PARKWAY, SUITE ONE
                          BLUE BELL, PENNSYLVANIA 19422
               (Address Of Principal Executive Offices)(Zip Code)

                                 (610) 941-2109
               (Registrant's telephone number, include area code)





ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.


     On June 20, 2002, Goldenberg Rosenthal, LLP resigned as the independent
accountant of the Registrant. Goldenberg Rosenthal, LLP stated that it had made
a corporate decision to discontinue the practice of providing accounting and
auditing services to publicly traded companies.

Goldenberg Rosenthal's reports on the Company's financial statements for years
ended January 2002 and January 2001 contained a going concern paragraph.

During the years ended January 31, 2002 and 2001 and through the filing date of
this current report on Form 8-K, there were no disagreements with Goldenberg
Rosenthal on any matters of accounting principles or practice, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
Goldenberg Rosenthal's satisfaction would have caused it to make reference to
the subject matter in connection with its report on the Company's financial
Statements for such years; and there were no reportable events as defined in
item 304(a)(1)(v) of Regulation S-K.

     The Company provided Goldenberg Rosenthal with a copy of the foregoing
disclosures. Attached as Exhibit 16 is a copy of Goldenberg Rosenthal's letter
dated July 11, 2002, stating that it agrees with these statements.

ITEM 7.    EXHIBITS

     Exhibit 16-Letter dated July 11, 2002 from Goldenberg Rosenthal, LLC.


                                   SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                    TASTY FRIES, INC.



Date: July 11, 2002                                 By:__________________
                                                       Edward C. Kelly
                                                       President & CEO

EX-16

EXHIBIT 16

                                  July 11, 2002


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



Dear Sir/Madam:

     Please allow this letter to serve as confirmation that Goldenberg
Rosenthal, LLP agrees with the statements made by Tasty Fries, Inc. in the
current report, Form 8-K, dated July 11, 2002.

                                            Very truly yours,

                                            Goldenberg Rosenthal,LLP



                                            Kenneth Plessner, Partner