AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON __________, 2001.
REGISTRATION STATEMENT NO._________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 5 TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
TASTY FRIES, INC.
(Name of Small Business Issuer in its Charter)
NEVADA 2000 65-0259052
(State of Incorporation) (Primary Standard Industrial (IRS Employer
Classification Code Number) Identification No.)
650 SENTRY PARKWAY, SUITE ONE
BLUE BELL, PENNSYLVANIA 19422
(610) 941-2109
(Address and telephone number of principal executive offices
and principal place of business)
EDWARD C. KELLY, PRESIDENT AND CHIEF EXECUTIVE OFFICER
TASTY FRIES, INC.
650 SENTRY PARKWAY, SUITE ONE
BLUE BELL, PENNSYLVANIA 19422
(610) 941-2109
(Name, address and telephone number of agent for service)
Copies to:
MICHAEL BECKMAN, ESQ.
BECKMAN, MILLMAN & SANDERS, LLP
116 JOHN STREET
NEW YORK, NEW YORK 10038
(212) 406-4700
(212) 406-3750 (FAX)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Act of 1933, as
amended (the "Act"), check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Act, check the following box and list the Act registration statement
number of the earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================================
PROPOSED
MAXIMUM PROPOSED
OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SECURITY PRICE(1) FEE
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $.001 par value ......... 6,470,000 $.35 $2,275,000 $601(2)
--------------------------------------------------------------------------------------------------------------
Total ................................ $601
==============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
(2) Fees previously paid.
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall therefore become effective in accordance with Section 8 (a) of
the Act or until this registration statement shall become effective on such date
as the commission, acting pursuant to section 8 (a) may determine.
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article XVI of the Company's Articles of Incorporation, as amended,
provides that no director or officer shall be liable to the Company or its
stockholders for monetary damages for any breach of fiduciary duty by such
person as a director or officer. Notwithstanding the foregoing sentence, a
director or officer shall be liable to the extent provided by applicable law,
(i) for acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law, or (ii) for the payment of dividends in violation of
Section 78.300 of the Nevada General Corporation Law ("NGCL"). The provisions
hereof shall not apply to or have any effect on the liability of any officer or
director of the Company for or with respect to any acts or omissions of such
person occurring prior to such amendment on July 29, 1991.
The NGCL provide for indemnification where a person who was or is a party
or is threatened to be made a party to any threatened, pending or contemplated
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than action by or in right of a corporation), by reason of
fact he is or was a Director, Officer, employee or agent of a corporation or
serving another corporation at the request of the corporation, against expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement,
actually and reasonably incurred by him if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the corporation and, with respect to criminal action or proceeding, had no
reasonable cause to believe his conduct unlawful. Lack of good faith is not
presumed from settlement or nolo contendere plea. Indemnification of expenses
(including attorneys' fees) allowed in derivative actions except in the case of
misconduct in performance of duty to the corporation unless the Court decides
indemnification is proper. To the extent any such person succeeds on the merits
or otherwise, he shall be indemnified against expenses (including attorneys'
fees). Determination that the person to be indemnified met applicable standards
of conduct, if not made by the Court, is made by the Board of Directors by
majority vote of a quorum consisting of the Directors not party to such action,
suit or proceeding or, if a quorum is not obtainable or a disinterested quorum
so directs, by independent legal counsel or by the stockholders. Expenses may be
paid in advance upon receipt of undertakings to repay unless it shall ultimately
be determined that he is entitled to be indemnified by the corporation. The
Corporation may purchase indemnity insurance.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act") may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, or
otherwise, the Company has been informed 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
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company 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.
Section 78.751 of the NGCL provides that unless indemnification is ordered
by a court, the determination to provide indemnification must be made by the
stockholders, by a majority vote of a quorum of the board of directors who were
not parties to the action, suit or proceeding, or in specified circumstances by
independent legal counsel in a written opinion. In addition, the articles of
incorporation, bylaws or an agreement made by the corporation may provide for
the payment of the expenses of a director or officer of the expenses of
defending an action as incurred upon receipt of an undertaking to repay the
amount if it is ultimately determined by a court of competent jurisdiction that
the person is not entitled to indemnification. Section 78.751 of the NGCL
further provides that, to the extent a director or officer of a corporation has
been successful on the merits or otherwise in the defense of any action, suit or
proceeding referred to in subsection (1) and (2), or in the defense of any
claim, issue or matter therein, that person shall be indemnified against
expenses (including attorney's fees) actually and reasonably incurred by that
person in connection therewith; that indemnification provided for by Section
78.751 of the NGCL shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled and that the scope
II-1
<PAGE>
of indemnification shall continue as to directors, officers, employees or agents
who have ceased to hold such positions, and to their heirs, executors and
administrators.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. (TO BE AMENDED)
SEC Filing Fee ....................................... $ 601
NASD Filing Fee* ..................................... 700
Transfer Agent Fee* .................................. 750
Printing Costs (including stock certificates)* ....... 28,349
Legal fees and expenses* ............................. 50,000
Accounting fees and expenses* ........................ 20,000
Blue Sky fees and expenses* .......................... 0
--------
TOTAL $140,400
========
----------
* Indicates expenses that have been estimated for the purpose of this filing.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
The following securities were sold by the Company within the past three (3)
years and prior to the date of filing of this registration statement. There were
no underwriting discounts or commissions paid in connection with the issuance of
any of these securities except as indicated below. No officers or directors of
the Company received any commissions.
1997 STOCK ISSUANCES
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF NOTE
NAME OR # OF SHARES SOLD WARRANTS AMOUNT OF CONSIDERATION DATE
---- ------------------------ -------- ----------------------- ----
<S> <C> <C> <C> <C>
Samuel Balan 43,750 Restricted n/a Litigation Settlement 3/20/97
L. Eric Whetstone 25,000 Restricted n/a Consulting Services 4/1/97
UFH Endowment Ltd 7% Note Convertible 87,500 $350,000 5/29/97
into 711,078 Shares
Austo Anstalt Schann 7% Note Convertible into 87,500 $350,000 5/29/97
719,351 Shares
Colbo/UFT 7% Note Convertible into 75,000 $300,000 5/29/97
696,422 Shares
Mordechai Book 5,000 Restricted 10,500 Consulting Services 6/24/97
Rose Marie Fox 47,500 Restricted 106,500 Consulting Services 6/24/97
Andreas Tobler 47,500 Restricted 30,000 Consulting Services 6/24/97
Joseph Gallagher 133,333 Restricted n/a $100,000 9/30/97
In October 1997 the following 9 persons acquired 629,826 Shares for the aggregate sum of $277,000
Jack Lonsdale 18,375 Restricted n/a 10/1/97
Carolyn Hallinan 55,125 Restricted n/a 10/1/97
Albert Proambo 110,607 Restricted n/a 10/1/97
Harry Schmidt 78,750 Restricted n/a 10/1/97
Jurgen Wolf 75,000 Restricted n/a 10/3/97
Leonard Klarich 45,000 Restricted n/a 10/7/97
Eric Cohen 153,219 Restricted n/a 10/9/97
Bradley Whittamore 18,750 Restricted n/a 10/9/97
Carlinde, Inc. 75,000 Restricted n/a 10/22/97
Richard Michael 30,000 Restricted n/a Litigation Settlement 10/23/97
Kurt Ziemer 3,750 Restricted n/a 11/17/97
Ellis Enterprises Ltd. 60,000 Consulting Services 11/5/97
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF NOTE
NAME OR # OF SHARES SOLD WARRANTS AMOUNT OF CONSIDERATION DATE
---- ------------------------ -------- ----------------------- ----
<S> <C> <C> <C> <C>
Libra Finance, S.A. 400,000 Consulting Services 11/5/97
Talbia B. Invests. Ltd 60,000 Consulting Services 11/5/97
Anthony Cataldo 250,000 Restricted n/a Canceled 12/3/97
</TABLE>
"In connection with the 1997 stock issuances, commissions in the amount of
$205,000 were paid and 100,000 shares and 147,000 warrants issued."
1998 STOCK ISSUANCES
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF NOTE
NAME OR # OF SHARES SOLD WARRANTS AMOUNT OF CONSIDERATION DATE
---- ------------------------ -------- ----------------------- ----
<S> <C> <C> <C> <C>
Steven Rizzo 2,500 Restricted n/a $5,000 1/29/98
David Hiznay 1,500 Restricted n/a $3,000 1/29/98
Ray Kuzava 2,000 Restricted n/a $4,000 1/29/98
John Schneider 2,500 Restricted n/a $5,000 1/29/98
Janet Kurtz 1,500 Restricted n/a $3,000 1/29/98
Virginia Fasnacht 1,500 Restricted n/a $3,000 1/29/98
Thomas Diehl 1,500 Restricted n/a $3,000 1/29/98
Mark Diehl 1,500 Restricted n/a $3,000 1/29/98
Stephen Macherny 1,500 Restricted n/a $3,000 1/29/98
Kurt Ziemer 20,000 Restricted n/a $40,000 1/29/98
Richard Ziemer 5,000 Restricted n/a $10,000 1/29/98
Richard Machenry 1,500 Restricted n/a $3,000 1/29/98
Austost Anstalt Schaan 6% Note Convertible into n/a $500,000 2/6/98
1,242,499 Shares
Pancontinental 6% Note Convertible into 105,000 $300,000 2/6/98
Investments Ltd 791,666 Shares
International Indexed 6% Note Convertible into n/a $75,000 2/6/98
Savings Portfolio Ltd 211,153 Shares
David Morgensteren 6% Note Convertible into n/a $75,000 2/6/98
211,153 Shares
Balmore Funds SA 6% Note Convertible into n/a $500,000 2/6/98
1,242,499 Shares
Guilherme Duque 6% Note Convertible into n/a $150,000 2/6/98
406,899
Mark Lavi 350,000 Restricted n/a Consulting Services 2/12/98
L. Eric Whetstone 112,500 Restricted n/a Consulting Services 2/12/98
Lancaster Investment Corp. 3,000,000 Restricted 1,500,000 $1,050,000/Received 4/3/98
$450,000 Owed
L. Eric Whetstone 150,000 Restricted n/a Consulting Services 4/16/98
Gainey Resources 250,000 Restricted 100,000 Reacquisition of Distributorship 4/16/98
Pacific Blue Productions 250,000 Restricted n/a Canceled 8/21/98
Magnum Ltd 250,000 Restricted n/a Canceled 10/8/98
James Zellner 175,000 Restricted n/a $70,000 10/28/98
Kurt Ziemer 88,889 Restricted 44,444 $30,000 11/19/98
David Gebhard 25,000 Restricted n/a $10,000 12/22/98
John Schantz 47,618 Restricted 59,524 $20,000 12/22/98
John Schantz 71,429 Restricted n/a $50,000 12/22/98
</TABLE>
"In connection with the 1998 stock issuances, commissions in the amount of
$307,500 were paid."
II-3
<PAGE>
1999 STOCK ISSUANCES
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF NOTE
NAME OR # OF SHARES SOLD WARRANTS AMOUNT OF CONSIDERATION DATE
---- ------------------------ -------- ----------------------- ----
<S> <C> <C> <C> <C>
John Schantz 34,482 Restricted 10,000 $10,000 1/20/99
Charles Whetstone 200,000 Restricted n/a $50,000 1/26/99
F.A.T.S., Inc. 150,000 Restricted n/a Canceled 2/4/99
David Rights 1,000,000 Restricted n/a $200,000 3/2/99
E. Benjamin Nelson 300,000 Restricted n/a Consulting Services 3/25/99
Frederick Saunders 500,000 Restricted 300,000 $200,000 4/28/99
Kurt Ziemer 8,889 Restricted n/a Prior Financing 4/21/99
John Schantz 11,905 Restricted n/a Prior Financing 5/21/99
Nitris Co. 100,000 Restricted n/a Canceled 7/6/99
Alan Rabinowitz(1) 200,000 Restricted n/a Reacquisition of Distributorship 7/6/99
Eli Gertner(2) 200,000 Restricted n/a Reacquisition of Distributorship 7/6/99
California Food & Vending 250,000 Restricted n/a Settlement of CF&V 7/27/99
John Schantz 15,000 Restricted 100,000 Services 7/29/99
David Rights 1,000,000 Restricted n/a $200,000 7/30/99
McGinn Smith & Co. 62,500 Restricted n/a Consulting Services 8/25/99
Coolmedia Networks 50,000 Restricted n/a Consulting Services 9/8/99
Amreet Trading Corp. 18% notes n/a $900,000 10/5/99
Mark B. Lavi 1,000,000 Restricted n/a Consulting Services 10/27/99
Ahmed Zohbi 100,000 Restricted n/a $37,000 11/10/99
Ahmed Zohbi 100,000 Restricted 25,000 $37,000 11/16/99
Saber Samadi 50,000 Restricted n/a Consulting Services 11/16/99
Jeffery Greason 50,000 Restricted n/a Consulting Services 12/20/99
Eli Lavi 20,000 Restricted n/a $6,000 1/21/00
Rinyomin Saperstein 24,000 Restricted n/a $7,200 1/21/00
Daniel Figa 20,000 Restricted n/a $6,000 1/21/00
Yossef Lavi 20,000 Restricted n/a $6,000 1/21/00
Joseph Stanaky 30,000 Restricted n/a $9,000 1/21/00
Mary Anne Fleazar 20,000 Restricted n/a $6,000 1/21/00
David Motovich 20,000 Restricted n/a $6,000 1/21/00
Marilyn Columb 20,000 Restricted n/a $6,000 1/21/00
Harrison Kletzel 10,000 Restricted n/a $3,000 1/21/00
Jennifer Chapler 10,000 Restricted n/a $3,000 1/21/00
Tzur Netz 10,000 Restricted n/a $3,000 1/21/00
Linda Schreiber 10,000 Restricted n/a $3,000 1/21/00
Gary Ratzker 30,000 Restricted n/a $9,000 1/21/00
Dennis Ratzker 10,000 Restricted n/a $3,000 1/21/00
Tori Ratzker 10,000 Restricted n/a $3,000 1/21/00
Arlene Ratzker 10,000 Restricted n/a $3,000 1/21/00
In November 1999, the following persons or entities loaned or agreed to
loan $274,000 to the Company and subsequently accepted 1,570,000 shares in
repayment thereof.
Edward C. Kelly, Jr. 255,000 Restricted n/a 1/27/00
Thomas Monaghan 75,000 Restricted n/a 1/27/00
Frank Monaghan 90,000 Restricted n/a 1/27/00
USIS International 1,000,000 Restricted n/a 1/27/00
Capital Corp.
Christopher Plunkett 150,000 Restricted n/a 1/27/00
</TABLE>
"In connection with the 1999 stock issuances, commissions in the amount of
$82,500 were paid and 645,000 shares issued."
II-4
<PAGE>
2000 STOCK ISSUANCES
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF NOTE
NAME OR # OF SHARES SOLD WARRANTS AMOUNT OF CONSIDERATION DATE
---- ------------------------ -------- ----------------------- ----
<S> <C> <C> <C> <C>
Larry and Sally Martin 125,000 Restricted 50,000 50,000 2/15/00
Steve and Judy Slaybaugh 125,000 Restricted 125,000 125,000 4/27/00
Steve and Judy Slaybaugh 375,000 Restricted 125,000 150,000 7/17/00
David Rights 1,000,000 Restricted 250,000 12/13/00
</TABLE>
In connection with the 2000 stock issuances, commissions in the amount of
$56,250 were paid.
Unless otherwise indicated, the sales set forth above are claimed to be
exempt from registration with the Securities and Exchange Commission pursuant to
Section 4(2) of the Securities Act of 1933, as amended, as transactions by an
issuer not involving any public offering, because (a) said transactions involved
the issuance and sale by the Company of securities to financially sophisticated
individuals who at the time of purchase were fully aware of the Company's
activities, as well as its business and financial condition, (b) there was no
advertising for or general solicitation of investors, and (c) when said
securities were acquired for investment purposes, investors understood the
ramifications of same. All certificates representing the shares issued by the
Company as set forth herein, which are currently outstanding, have been properly
legended.
ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
3.0 Articles of Incorporation, as amended*
3.1 Articles of Amendment to Articles of Incorporation of Tasty Fries, Inc. dated December 16, 1996
changing the authorized common shares and the par value*
3.2 By-Laws*
4.0 Form of Warrant Agreement*
5.0 Opinion of Beckman, Millman & Sanders, LLP as to the legality of the securities being registered for
sale*
10.0 Employment Agreement dated as of October 1, 1994 by and between Tasty Fries, Inc. and Edward C.
Kelly*
10.1 Amendment to Employment Agreement between Tasty Fries, Inc. and Edward C. Kelly, effective as of May
1, 1995
10.2 Forrest Financial Corporation Vendor Agreement, as amended, dated November 20, 1996 with Tasty
Fries, Inc.*
10.3 Manufacturing Agreement between Tasty Fries, Inc. and S&H Electronics, Inc. dated August 22, 1996*
10.4 1995 Stock Option Plan*
10.5 Stock Purchase Agreement between Whetstone Ventures Corporation, Inc. and Tasty Fries, Inc. dated
April 30, 1996*
10.6 Agreement between the Company and Whetstone Ventures Corporation, Inc. dated April 30, 1996*
10.7 Distribution Agreements*
10.8 Manufacturing agreement between Tasty Fries, Inc. and Premier Designs, Ltd. dated January 28, 1993
as amended.*
10.9 Settlement Agreement dated July 12, 1999 between Tasty Fries, Inc. and California Food & Vending,
Inc.*
23.0 Consent of Larson Allen Weishair & Co., LLC
23.1 Consent of Schiffman Hughes Brown PC
24.1 Consent of Beckman, Millman & Sanders, LLP (included in Exhibit 5.0)*
99.1 Distributorship Agreement between Adelaide Holdings, Inc. (Predecessor to Tasty Fries) and Paul
Esposito dated March 3, 1993.*
99.2 Distributorship Agreement between Tasty Fries, Inc. and Canadian Tasty Fries, Inc. dated April 4,
1996.*
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
99.3 Distributorship Agreement between Adelaide Robotic Technologies, Inc. (Predecessor to Tasty Fries)
and American Fry Corporation dated January 9, 1993.*
99.4 Distributorship Agreement between Adelaide Robotic Technologies, Inc. (Predecessor to Tasty Fries)
and George Schmidt and/or nominees dated January 9, 1993.*
99.5 Distributorship Agreement between Adelaide Robotic Technologies, Inc. (Predecessor to Tasty Fries)
and Harry Schmidt, Victor Boddy and Robert Nicholas dated January 13, 1993.*
99.6 Distributorship Agreement between Tasty Fries, Inc. and Moses Ferman Representacoes Internacionaid
Ltds dated October 19, 1994.*
99.7 Distributorship Agreement between Tasty Fries, Inc. and Charles Bitters dated October 15, 1992.*
</TABLE>
----------
* Previously filed
ITEM 28. UNDERTAKINGS.
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any Prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Act");
(b) To reflect in the Prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(c) 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.
(2) 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.
(3) 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.
(4) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in the form
of Prospectus filed by the Company pursuant to Rule 424(b)(i) or (4) or
497(h) under the Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(5) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus 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.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the small business
issuer pursuant to the foregoing provisions or otherwise, the small business
issuer has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the small
business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the small business
issuer will, precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-6
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this Amendment No. 5
to the registration statement to be signed on its behalf by the undersigned in
the City of Blue Bell, State of Pennsylvania, on January 18, 2001.
TASTY FRIES, INC.
By /S/ EDWARD C. KELLY
-----------------------------
EDWARD C. KELLY,
CHIEF EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER
In accordance with the requirements of the Securities Act of 1933, this
Amendment No. 5 to the registration statement was signed by the following
persons in the capacities and on the dates stated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ EDWARD C. Kelly President, Chief Executive January 18, 2001
------------------------------------------------ Officer, Treasurer, and
EDWARD C. KELLY Chairman of the Board
/s/ LEONARD J. KLARICH Executive Vice President, January 18, 2001
------------------------------------------------ Secretary and Director
LEONARD J. KLARICH
/s/ JURGEN A. WOLF Director January 18, 2001
------------------------------------------------
JURGEN A. WOLF
/s/ IAN LAMBERT Director January 18, 2001
------------------------------------------------
IAN LAMBERT
/s/ KURT R. ZIEMER Director January 18, 2001
------------------------------------------------
KURT R. ZIEMER
</TABLE>
II-7
