TASTY FRIES INC
10QSB/A, 2000-08-25
PATENT OWNERS & LESSORS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A
                                 Amendment No. 2

                              [X] QUARTERLY REPORT
                                       OR
                              [ ] TRANSITION REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     For the Quarter Ended October 31, 1999
                         Commission File No. 33-4460-NY

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

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

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

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

                          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)

                             ADELAIDE HOLDINGS, INC.
                       -----------------------------------
                       11098 Biscayne Boulevard, Suite 403
                                 Miami, Florida
                                 (305) 899-0200
                            (Former name and address)

         Check whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act 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
                                      ---     ---

   As of October 31, 1999: 24,925,011 shares of common stock were outstanding.


<PAGE>


                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                                   (Unaudited)


<TABLE>
<CAPTION>

                                     ASSETS

                                                                October 31,     January 31,
                                                                   1999           1999
                                                               ------------    ------------
                                                               (Unaudited)
<S>                                                            <C>             <C>
Current assets:
   Cash ....................................................   $    100,102    $     66,394
   Prepaid expenses ........................................                        123,313
                                                               ------------    ------------
         Total current assets ..............................        100,102         189,707
                                                               ------------    ------------
Property and equipment, net ................................         22,938          24,777
                                                               ------------    ------------
Other assets:
   Loan costs, net of accumulated
    amortization of $166,240 ...............................         70,617         129,831
                                                               ------------    ------------

                                                               $    193,657    $    344,315
                                                               ============    ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
   Accounts payable and accrued expenses ...................   $  1,955,009    $  1,070,751
   Loan payable, officer ...................................         10,567
                                                               ------------    ------------
         Total current liabilities .........................      1,965,576       1,070,751
                                                               ------------    ------------
Unearned revenue ...........................................        220,000         261,000
                                                               ------------    ------------
Stockholders' deficiency:
   Common stock, $.001 par value;
    authorized 50,000,000 shares;
    issued and outstanding 24,925,011
    shares at October 31, 1999 and
    17,995,606 at January 31, 1999 .........................         24,925          17,996
   Additional paid-in capital ..............................     17,908,075      14,838,577
   Deficit accumulated in development stage ................    (19,924,919)    (15,844,009)
                                                               ------------    ------------
                                                                 (1,991,919)       (987,436)
                                                               ------------    ------------
                                                               $    193,657    $    344,315
                                                               ============    ============
</TABLE>


                        See notes to financial statements
<PAGE>


                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
          FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31, 1999 AND 1998
                                   (Unaudited)


<TABLE>
<CAPTION>


                                                      Cumulative         Three Months Ended                  Nine Months Ended
                                                        Since        ----------------------------     -----------------------------
                                                      Inception         1999            1998             1999               1998
                                                     -----------     -----------     ------------     -----------      ------------
<S>                                                 <C>             <C>              <C>              <C>              <C>
Revenues ......................................    $                $                $                $                $
                                                   ------------     ------------     ------------     ------------     ------------
Costs and expenses:
Research, machine and product development .....       2,655,469           73,171          362,664          125,537          481,598
Selling, general and
 administrative ...............................      15,618,248          935,651          343,548        3,946,421        1,516,973
                                                   ------------     ------------     ------------     ------------     ------------
                                                     18,273,717        1,008,822          706,212        4,071,958        1,998,571
                                                   ------------     ------------     ------------     ------------     ------------
Net loss before other income (expense) ........     (18,273,717)      (1,008,822)        (706,212)      (4,071,958)      (1,998,571)
                                                   ------------     ------------     ------------     ------------     ------------
Other income (expense):
Interest income ...............................          21,274                                                               1,354
Interest expense ..............................      (1,687,476)                         (328,188)          (8,952)        (985,879)
Forfeited distributor deposits ................          15,000
                                                   ------------     ------------     ------------     ------------     ------------
                                                     (1,651,202)                         (328,188)          (8,952)
                                                   ------------     ------------     ------------     ------------     ------------
Net loss ......................................    $(19,924,919)    $ (1,008,822)    $ (1,034,400)    $ (4,080,910)    $ (2,983,096)
                                                   ============     ============     ============     ============     ============
Net loss per share of common stock ............                     $      (0.05)    $      (0.08)    $      (0.20)    $      (0.25)
                                                                    ============     ============     ============     ============
Weighted average shares outstanding ...........                       21,386,880       12,292,464       20,626,641       11,717,036
                                                                    ============     ============     ============     ============


</TABLE>


                        See notes to financial statements                      2

<PAGE>


                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
           STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                   FOR THE NINE MONTHS ENDED OCTOBER 31, 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                           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, January 31, 1995 ..................................          322,270         2,075,490        (3,779,482)       (1,381,722)

</TABLE>


                        See notes to financial statements                      3

<PAGE>


                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
           STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                   FOR THE NINE MONTHS ENDED OCTOBER 31, 1999
                                   (Unaudited)


<TABLE>
<CAPTION>

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

</TABLE>

                        See notes to financial statements                      4

<PAGE>


                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
           STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                   FOR THE NINE MONTHS ENDED OCTOBER 31, 1999
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                                                                           Total
                                                                      Common         Paid  in         Accumulated       Stockholder
                                                                       Stock         Capital            Deficit            Equity
                                                                     --------      ------------      ------------      ------------
<S>                                                                  <C>           <C>               <C>               <C>
Balance, 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)
                                                                     --------      ------------      ------------      ------------
Balance, January 31, 1998 ..................................            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)
                                                                     --------      ------------      ------------      ------------
Balance, January 31, 1999 ..................................           17,996        14,838,577       (15,844,009)         (987,436)

</TABLE>


                        See notes to financial statements                      5

<PAGE>


                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                   FOR THE NINE MONTHS ENDED OCTOBER 31, 1999
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                                                                     Total
                                                         Common           Paid-In              Deficit            Stockholders'
                                                         Stock            Capital            Accumulation           Deficit
                                                        -------         ------------         ------------         ------------
<S>                                                     <C>             <C>                  <C>                  <C>
Balance, February 1, 1999 ......................        $17,996         $ 14,838,577         $(15,844,009)        $   (987,436)
Issuance of 3,000,000 shares ...................          3,000            1,259,900                                 1,262,900
Issuance of 250,000 shares for
 litigation settlement .........................            250              124,750                                   125,000
Issuance of 3,179,405 shares
 for services ..................................          3,179            1,435,348                                 1,438,527
Issuance of 500,000 shares for
 repurchase of distributorship .................            500              249,500                                   250,000
Net loss for nine months .......................                                               (4,080,910)          (4,080,910)
                                                        -------         ------------         ------------         ------------
Balance, October 31, 1999 ......................        $24,925         $ 17,908,075         $(19,924,919)        $ (1,991,919)
                                                        =======         ============         ============         ============

</TABLE>


                        See notes to financial statements                      6

<PAGE>


                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
          FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31, 1999 AND 1998
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                          Cumulative         Three Months Ended              Nine Months Ended
                                                            Since      ----------------------------    -----------------------------
                                                          Inception       1999             1998            1999            1998
                                                       -------------   -------------   ------------    ------------    -------------
<S>                                                    <C>             <C>             <C>             <C>             <C>
Cash flows from operating activities:
   Net loss ........................................   $(19,924,919)   $ (1,008,822)   $ (1,034,400)   $ (4,080,910)   $ (2,983,096)
   Adjustments to reconcile net loss to net
    cash provided by operating activities:
      Depreciation and amortization ................        220,997          22,418          22,687          68,572          68,066
      Common stock issued for services .............      5,186,542         755,576         246,878       1,438,527         303,878
      Stock purchase discount ......................        721,745          (1,600)        105,950         412,900         249,850
      Common stock issued for litigation settlement         649,689                                         125,000
      Common stock issued for interest
       on convertible notes ........................      1,129,196                         321,571                         959,196
      Common stock issued for repurchase
       of distributorships .........................        250,000                                        250,000
      Accrued interest on notes and convertible
       notes payable ...............................        398,577
   Changes in assets and liabilities:
      Other assets .................................                                         26,970         123,313        (125,000)
      Unearned revenue .............................        345,000                          10,000         (41,000)         10,000
      Accounts payable and accrued expenses ........      1,955,010          88,085          61,656         884,258         267,463
                                                       ------------    ------------    ------------    ------------    ------------
Net cash used by operating activities ..............     (9,068,163)       (144,343)       (238,688)       (819,340)     (1,249,643)
                                                       ------------    ------------    ------------    ------------    ------------

Cash flows from investing activities:
   Purchase of furniture and equipment .............        (77,696)                                         (7,519)
   Loan costs ......................................       (236,856)
                                                       ------------    ------------    ------------    ------------    ------------
Net cash used by investing activities ..............       (314,552)                                         (7,519)
                                                       ------------    ------------    ------------    ------------    ------------

Cash flows from financing activities:
   Sale of common stock ............................      6,599,000          50,000         230,000         850,000         880,000
   Proceed from convertible notes payable ..........      2,600,000
   Note payable, current ...........................        193,250
   Loan payable, officer ...........................         90,567          10,567                          10,567          30,377
                                                       ------------    ------------    ------------    ------------    ------------
Net cash provided by financing activities ..........      9,482,817          60,567         230,000         860,567         910,377
                                                       ------------    ------------    ------------    ------------    ------------
Net increase (decrease) in cash ....................        100,102         (83,776)         (8,688)         33,708        (339,266)

Cash, beginning balance ............................                        183,878          49,558          66,394         380,136
                                                       ------------    ------------    ------------    ------------    ------------
Cash, ending balance ...............................   $    100,102    $    100,102    $     40,870    $    100,102    $     40,870
                                                       ============    ============    ============    ============    ============

Supplemental disclosure of cash flow
 information:
   Cash paid for interest ..........................   $     45,851    $          0    $          0    $          0    $          0
                                                       ============    ============    ============    ============    ============
Supplemental disclosure of non-cash
 financing activities:
   Issuance of common stock for services ...........   $  4,916,542    $    755,576    $    246,878    $  1,438,527    $    303,878
                                                       ============    ============    ============    ============    ============
   Issuance of common stock for
    litigation settlement ..........................   $    649,689                                    $    125,000
                                                       ============                                    ============
   Common stock issued for interest
    on convertible notes ...........................   $  1,129,196                    $    321,571                    $    959,196
                                                       ============                    ============                    ============
   Issuance of common stock for repurchase
    of distributorships ............................   $    475,000                                    $    250,000
                                                       ============                                    ============
   Issuance of common stock for conversion
    of note payable ................................   $  2,675,000
                                                       ============
   Accrued interest on notes payable ...............   $    398,577
                                                       ============


</TABLE>


                        See notes to financial statements                      7


<PAGE>


                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
               FOR THE NINE MONTHS ENDED OCTOBER 31, 1999 AND 1998
                                   (Unaudited)




1. Basis of presentation:

         The accompanying unaudited financial statements have been prepared in
         accordance with generally accepted accounting principles for interim
         financial information and with the instructions for Form 10-Q and
         Article 10 of Regulation S-X. Accordingly, they do not include all of
         the information and footnotes required by generally accepted accounting
         principles for complete financial statements. In the opinion of
         management, all adjustments (consisting of normal recurring accruals)
         considered necessary for a fair presentation have been included.
         Operating results for the nine months ended October 31, 1999 are not
         necessarily indicative of the results that may be expected for the year
         ended January 31, 2000. The unaudited financial statements should be
         read in conjunction with the financial statements and footnotes thereto
         included in the Company's annual report on Form 10-K for the year ended
         January 31, 1999.

2. Description of business and significant account policies:

         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 $2,655,469. The Company has received ten pre-production
         prototype machines primarily used for demonstrative and sales purposes,
         and it is anticipated that each machine can be sold for approximately
         $9,000. 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 Company
         is currently in the process of producing its first 25 machines, which
         are approximately 70% complete. The costs associated with the
         production of the machines have 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 machine and (ii) bring them to market, at
         which time the Company believes that sufficient cash will be generated
         to support its operations. Although management cannot assure the
         ultimate success of the above plan.


                                                                               8

<PAGE>


                                TASTY FRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               FOR THE NINE MONTHS ENDED OCTOBER 31, 1999 AND 1998
                                   (Unaudited)




3. Issuance of common stock:

         The Company issued an aggregate of 6,929,405 shares during the nine
         months ended October 31, 1999. 3,000,000 shares were sold in private
         placements by the Company, 3,179,405 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 287,500 shares, an aggregate of
         8,460,669 shares were issued during the nine months ended October 31,
         1998. The following shares were issued during the nine months:
         1,825,000 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); 756,815 shares were issued in payment of
         services; and 250,000 shares were issued as consideration for the
         re-acquisition of an existing distributorship.

4. 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 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 all of the shares were issued
         into escrow, pending funding. As of October 31, 1999 $1,050,000 of the
         $1,500,000 in proceeds has been received by the Company and 2,100,000
         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 date of this filing.


                                                                               9



<PAGE>



         ITEM 2. PLAN OF OPERATION

         General

         The Company is a development-stage company having not yet completed the
         exercise of manufacturing, marketing and selling its sole product, a
         vending machine, which will cook and dispense french fries (the
         "Machine"). The Company has tested the Machine both internally and on
         various beta locations since December of 1995. During the period ending
         October 31, 1999, the Company entered into the production stage of its
         lifecycle, having spent the latter half of fiscal 1998 preparing for
         commercial manufacturing through the process of pre-production tooling
         and completion of final production design work.

         Liquidity and Capital Resources

         Since its inception, the Company has had virtually no revenues from
         operations and has relied almost exclusively on shareholder loans,
         limited distribution deposits and sale of securities to raise working
         capital to fund operations. At October 31, 1999 the Company had
         approximately $100,102 in cash.

         While management currently anticipates that the April 1998 financing
         will allow it to complete the Company's initial production run of
         machines, no assurances can be given that the Company will be able to
         do so. Further, the Company will need to secure additional funds to
         allow it to enter into its second production run of machines, in line
         with management's current plan of operation. No assurances can be given
         that the Company will be able to secure adequate financing from any
         source to pursue its current plan of operation, to meet its obligations
         or to expand its marketing efforts over the next 12 months. 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. If the Company is unable to obtain needed
         funds, it could be forced to curtail or cease its activities.

         The Company has, in the past, issued shares of common stock and
         warrants to purchase common stock to various parties as payment for
         services rendered. The Company intends to continue this practice.

         ITEM 3. FORWARD-LOOKING STATEMENTS

         When used in this report and in future filings by the Company with the
         Commission, in the Registrant's press releases or other public or
         stockholder communications, and in oral statements made with the
         approval of an authorized executive officer, the words or phrases "will
         likely result," "are expected to," "will continue," "is anticipated,"
         "estimate," "project" or similar expressions are intended to identify
         "forward-looking statements" within the meaning of the Private
         Securities Litigation Reform Act of 1995. Such statements are subject
         to certain risks and uncertainties, including the Company's liquidity
         constraints, potential increases in manufacturing costs and delays,
         pending litigation, availability of raw materials, competition, demand
         for the Machine and other proprietary products, and delays in the
         distribution process that could cause actual results to differ
         materially from those presently anticipated or projected. The Company
         wishes to caution readers not to place undue reliance on any such
         forward-looking statements, which speak only as of the date made. The
         Company wishes to advise readers that actual


<PAGE>


         results for future periods to differ materially from any opinions or
         statements expressed with respect to future periods in any current
         statements.

         The  Company  does not  undertake  -- and  specifically,  declines  any
         obligation -- to publicly  release the result of any  revisions,  which
         may be made to any forward-looking statements to reflect the occurrence
         of anticipated or unanticipated events.

                           PART II - OTHER INFORMATION

         ITEM 1.  LEGAL PROCEEDINGS

         On August 17, 1998, California Food and Vending, Inc. ("CFV") filed a
         multi-count law suit in the United States District Court for the
         Central District of California alleging that Tasty Fries and its Chief
         Executive Officer, Edward C. Kelly, had not complied with the parties
         prior settlement agreement by failing to sell distributorships,
         misrepresenting the Company's financial condition at the time of the
         settlement and completing a reverse split of the Company's stock after
         the settlement reducing the number of CFV's options to purchase the
         Company's stock and increasing the cost of the options. Tasty Fries
         countersued California Food & Vending charging that it had breached its
         fiduciary responsibility as Tasty Fries' distributor by failing to
         market and promote the TFRY french fry vending machine and by
         unsuccessfully attempting to introduce its own machine.

         On July 12, 1999, the Company and CFV settled the case. Tasty Fries
         regained its State of California distributorship, which was owned by
         California Food & Vending. 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. Tasty Fries received a 10% reduction
         from $500 per machine to $450 per machine with respect to the royalty
         to be paid to CFV on the cost of the machines. CFV received 250,000
         shares of the Company's common stock and $1,000,000.

         The litigation has been dismissed.

         On August 28, 1996, the Company, Edward C. Kelly and Premier Design,
         Ltd., were added as defendants to a civil lawsuit in the Riverside
         County Branch of the Superior Court of the State of California brought
         by Prize Fries, 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 Mr. Kelly; the case was dismissed on June 2, 1997. The case,
         which was removed to Federal Court, has now been remanded by the
         Federal Court to the State Court for disposition where it will be
         vigorously contested.


<PAGE>


         ITEM 2. CHANGES IN SECURITIES

         The Company issued 112,500 unregistered shares of its common stock in
         payment of services rendered to the Company by third parties.

         ITEM 3. DEFAULTS UPON SENIOR SECURITIES

                  None

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

                  None

         ITEM 5. OTHER INFORMATION

                  See Part II, Item 1. Above

         ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

                  None

In accordance with the requirements of the exchange act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                  Tasty Fries, Inc.




                                  /s/ EDWARD C. KELLY
                                  -----------------------------------------
                                  Edward C. Kelly
Date:  August 4, 2000             President and Principal Financial Officer




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